Common use of Non-Disturbance Clause in Contracts

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,

Non-Disturbance. If Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any proceedings are brought of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Mortgage Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) to succeed to the interest Lease shall not be terminated or affected thereby and, so long as no “Event of Landlord by foreclosureDefault” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, deed in lieu thereof or otherwisegrace and cure periods, Tenant Tenant’s possession, use and Lender agree that occupancy of the Premises and Tenant’s rights and privileges under the Lease (including any options to purchase during all extension periods which have been or rights of first refusal upon purchase contained thereinare hereafter exercised) shall in accordance not be diminished, disturbed or intervened with all its terms, conditions and covenants remain by Lender but shall instead continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for upon all of the unexpired balance (terms, covenants and any extensions or renewals provided for conditions set forth in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant(c) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Lender will not disturb Tenant’s right of quiet possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given condemnation shall be paid and held pursuant to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,the terms of the Lease.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Mortgage Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or (b) to succeed Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the interest same extent Borrower would have been required to perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant its rights under this Agreement and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseTransaction Documents, including, without limitation, any extensions or renewals Builder’s right to acquire the Property pursuant to options contained the Option Agreement, and (iii) if requested by Builder, (A) execute any Property-related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with respect to any common areas or streets created or dedicated in connection with the development of the Property, and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development of the Property. (b) Upon the consummation of a Closing (as defined in the Lease and previously, at that time Option Agreement) with respect to any Property constituting all or thereafter exercised by Tenantany portion of a Homesite (as defined in the Option Agreement) in accordance with the terms of the term Option Agreement and the payment of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies purchase price required under the Lease shall not be diminishedOption Agreement to Builder (or Lender on behalf of Builder), interfered with or disturbed the estate granted by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from portion of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage (and any liens and security interests created by the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after the date commencement of any such foreclosure, Lender acquires ownership shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the Mortgaged Property;“Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. 3.02 subject (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any offsetmaterial respect Builder’s rights under the Transaction Documents, defense, claim or counterclaim which Tenant might be entitled (iii) Builder’s right to assert against a claim as a creditor or interested party in any previous landlord (including Landlord); 3.03 bound by any prepayment of rentbankruptcy, additional rent reorganization or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month insolvency case or proceedings affecting Borrower, in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter grantedeach case, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without LandlordBuilder’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If any proceedings are brought Lender does hereby agree with Tenant that, in the event Lender succeeds to Landlord’s interest in the Premises by Lender to foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease Lease between Lender or such foreclosure sale purchaser and Tenant for Tenant, upon and subject to all of the unexpired balance (terms, covenants and any extensions or renewals provided for in conditions of the Lease, including, without limitation, any extensions or renewals pursuant to options contained in for the Lease and previously, at that time or thereafter exercised by Tenant) balance of the term of the Lease, with and Lender will not disturb the same force possession of Tenant, and effect (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as if originally entered into with Lender; and Tenant’s possession the tenant of the Premises and rights, options, privileges and remedies under for the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlordi) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord); 3.03 bound by (ii) liable for any prepayment act or omission of rent, additional rent or other payments made by Tenant to any previous prior landlord (including Landlord); (iii) bound by any rent or additional rent which Tenant might have paid for more than one the current month or any security deposit or other prepaid charge paid to any prior landlord (1) month in advance (“Prepaid Rent”including Landlord); 3.04 (iv) bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior its written consent; or 3.05 (v) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Loan Documents to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the lien and terms of the Loan Documents and is hereby waived and released as against Lender.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) foreclose liable for any act or omission of any prior landlord (including the Mortgage Landlord); or (b) to succeed liable for or incur any obligation with respect to the interest construction of Landlord by foreclosure, deed in lieu thereof the Property or otherwise, Tenant and Lender agree that any improvements of the Lease (including any options to purchase Leased Premises or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseProperty, including, without limitation, the payment of any extensions or renewals construction allowance pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage (c) subject to any offsets or by defenses which Tenant might have against any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous prior landlord (including the Landlord); or (d) bound by any rent or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim additional rent which Tenant might be entitled have paid for more than the then current rental period to assert against any previous prior landlord (including the Landlord); 3.03 bound by any prepayment of rent, additional rent ; or other payments made by Tenant to any previous landlord (including Landlorde) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter madeLease, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without LandlordAgent’s prior written consent; or 3.05 (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to Lender,third parties other than Agent.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) foreclose liable for any act or omission of any prior landlord (including the Mortgage Landlord); or (b) to succeed liable for or incur any obligation with respect to the interest construction of Landlord by foreclosure, deed in lieu thereof the Property or otherwise, Tenant and Lender agree that any improvements of the Lease (including any options to purchase Leased Premises or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseProperty, including, without limitation, the payment of any extensions or renewals construction allowance pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage (c) subject to any offsets or by defenses which Tenant might have against any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous prior landlord (including the Landlord); or (d) bound by any rent or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim additional rent which Tenant might be entitled have paid for more than the then current rental period to assert against any previous prior landlord (including the Landlord); 3.03 bound by any prepayment of rent, additional rent ; or other payments made by Tenant to any previous landlord (including Landlorde) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter madeLease, made without Agent’s prior written consent (other than amendments memorializing the rights of Tenant to exercise an Extension Option or consent Right of First Offer under the Lease) or acquiescence responsible for any security deposit not actually received by Agent; (f) liable for or incur any previous landlord (including Landlord) obligation with respect to any breach of warranties or representations of any nature under the Lease to or otherwise including without limitation any assignment warranties or sublease hereafter grantedrepresentations respecting use, without the written consent of Lendercompliance with zoning, except Landlord’s title, Landlord’s authority, habitability and/or fitness for any assignment purpose, or sublease permitted to be made possession; (g) liable for consequential damages; or (h) personally liable for any default under the terms of the Lease or without Landlordany covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s prior written consent; or 3.05 liable for any deposit sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything to the contrary, nothing contained herein shall limit Tenant’s express remedies set forth in Section 6.1 of the Lease, nor relieve Agent or Purchaser of the obligation to cure ongoing defaults that Tenant may have given are continuing following the date that Agent or Purchaser succeeds to any previous landlord (including Landlord) which has notthe interest of Landlord under the Lease, provided that the Agent or Purchaser, as suchapplicable, been transferred is given written notice of such default and thereafter fails to Lender,cure the same within the period provided for in this Agreement.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Mortgage Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or (b) to succeed Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the interest same extent Borrower would have been required to perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant its rights under this Agreement and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseTransaction Documents, including, without limitation, any extensions or renewals Builder’s right to acquire the Property pursuant to options contained the Option Agreement, and (iii) if requested by Builder, (A) execute any Property-related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with respect to any common areas or streets created or dedicated in connection with the development of the Property, and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development of the Property. (b) Upon the consummation of a Closing (as defined in the Lease and previously, at that time Option Agreement) with respect to any Property constituting all or thereafter exercised by Tenantany portion of a Homesite (as defined in the Option Agreement) in accordance with the terms of the term Option Agreement and the payment of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies purchase price required under the Lease shall not be diminishedOption Agreement by Builder (or Lender on behalf of Builder), interfered with or disturbed the estate granted by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from portion of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage (and any liens and security interests created by the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after the date commencement of any such foreclosure, Lender acquires ownership shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the Mortgaged Property;“Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. 3.02 subject (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any offsetmaterial respect Builder’s rights under the Transaction Documents, defense, claim or counterclaim which Tenant might be entitled (iii) Builder’s right to assert against a claim as a creditor or interested party in any previous landlord (including Landlord); 3.03 bound by any prepayment of rentbankruptcy, additional rent reorganization or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month insolvency case or proceedings affecting Borrower, in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter grantedeach case, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without LandlordBuilder’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If any proceedings are brought Administrative Agent does hereby agree with Tenant that, in the event Administrative Agent succeeds to Landlord’s interest in the Premises by Lender to foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease Lease between Lender or such foreclosure sale purchaser Administrative Agent and Tenant Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the unexpired balance (of the term of the Lease and any extensions or renewals provided for in thereof, and Administrative Agent will not disturb the possession of Tenant, (b) Tenant’s occupancy and possession of the Premises and T▇▇▇▇▇’s other rights and privileges under the Lease, including, without limitation, the use and distribution of insurance and condemnation proceeds as set forth in the Lease, shall not be disturbed or interfered with by Administrative Agent (1) in the exercise of any extensions of its foreclosure or renewals pursuant to options contained other rights under the Mortgage, (2) by any conveyance in lieu of foreclosure, or (3) by any other action taken by Administrative Agent during the term of the Lease and previouslyany renewals thereof, at that time or thereafter exercised except in each case as may be permitted as by Tenanta successor Landlord in accordance with the terms of the Lease, and ( c) the Premises shall be subject to the Lease and Administrative Agent shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease, Lease (including any renewals thereof) in accordance with the same force and effect as if originally entered into with Lenderprovisions thereof; and Tenant’s possession of the Premises and rightsprovided, optionshowever, privileges and remedies under the Lease that Administrative Agent shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlordi) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord), except for offset rights expressly provided for in the Lease and for which Administrative Agent received written notice of the matter giving rise to such offset and was afforded the opportunity to cure as required by this Agreement; 3.03 bound by (ii) liable for any prepayment act or omission of rent, additional rent or other payments made by Tenant to any previous prior landlord (including Landlord), except acts or omissions that are continuing at the time of attornment of which Administrative Agent received written notice and was afforded the opportunity to cure as required by this Agreement; (iii) for bound by any rent or additional rent which Tenant might have paid more than one (1) month in advance or any security deposit (“Prepaid Rent”which has not, as such, been transferred to Administrative Agent) or other prepaid charge paid to any prior landlord (including Landlord); 3.04 (iv) bound by any amendment or modification of the Lease hereafter madeas to (a) any reduction in the term of the Lease, (b) any reduction in the rent payable under the Lease, or consent (c) a material reduction of the obligations of Tenant or acquiescence by any previous landlord (including Landlord) a material increase of the obligations of Landlord under the Lease Lease, unless Administrative Agent has approved or consented to any assignment such amendment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; ormodification in writing; 3.05 (v) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Administrative Agent; or (vi) obligated to reimburse Tenant for the cost of any Tenant Improvements constructed by or on behalf of Tenant in accordance with the Work Letter; provided, however, following Administrative Agent’s succession to Landlord’s interest in the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, if Administrative Agent fails to pay to Tenant any installment of the Allowance when due pursuant to the Work Letter, then, provided that Tenant has satisfied all of the requirements set forth in the Work Letter with respect to such disbursement of the Allowance, Tenant shall be entitled to offset against Rent next becoming due under the Lease the amount of the installment then due until such amount has been fully offset. Except to the extent required under applicable law or in order for Administrative Agent to avail itself and the Lenders of and complete the foreclosure or other remedy, and provided that such complaint or action does not seek termination of Tenant’s interest and estate under the Lease, Administrative Agent shall not name Tenant in any foreclosure or other action or proceeding initiated by Administrative Agent pursuant to the Loan Documents. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the lien and terms of the Loan Documents and is hereby waived and released as against Administrative Agent and the Lenders.

Non-Disturbance. If If, at any proceedings are brought by time, Lender to (a) foreclose the Mortgage or (b) to succeed to any of Lender’s successors or assigns who shall acquire the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that under the Lease through a foreclosure of the Mortgage, the exercise of the power of sale under the Mortgage, a deed-in-Iieu of foreclosure or otherwise (including any options to purchase or rights of first refusal upon purchase contained thereinsuch party being a “New Owner”) shall succeed to the interests of Landlord under the Lease, then so long as (i) the Lease is then in accordance with all its termsfull force and effect, conditions and covenants remain (ii) no default shall have occurred and be continuing (collectively, a “Default”) by Tenant under the Lease, the Lease shall continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the New Owner, as successor Landlord and Tenant Tenant, upon and subject to all of the terms, covenants and conditions of the Lease for the unexpired balance (of the term thereof, Tenant hereby agrees to attorn to and accept any extensions or renewals provided for in such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, includingand Lender, without limitation, or any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) such New Owner of the term Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rightshowever, options, privileges and remedies under the Lease that any New Owner shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach omission of warranty of any previous a prior landlord (including Landlord) or obligations accruing arising prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership upon which the New Owner shall succeed to the interests of Landlord under the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;Lease; or 3.02 (b) subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or 3.03 (c) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (“Prepaid Rent”including Landlord);, except to the extent that such New Owner actually comes into exclusive possession of the same; or 3.04 (d) bound by any assignment (except as permitted by the Lease) surrender, release, waiver, cancellation, amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall he obligated under the Lease to make such repairs; or (f) obligated to make any payment to Tenant except for the timely return of any security deposit that actually received by such New Owner. Nothing contained herein shall prevent Lender from naming or joining Tenant may have given in any foreclosure or other action or proceeding initiated by Lender pursuant to any previous landlord (including Landlord) which has notthe Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as such, been transferred to Lender,set forth in this Agreement.

Non-Disturbance. If So long as Tenant pays all rents and other charges as specified in the Lease and is not otherwise in default of any proceedings are brought of its obligations and covenants pursuant to the Lease beyond any applicable grace or cure periods thereunder, Lender agrees that, subject to the terms and conditions of this Agreement, (i) if any action or proceeding is commenced by Lender to (a) foreclose or at Lender's behest for the Mortgage foreclosure of the Deed of Trust or (b) to succeed to the interest sale of Landlord the Property or other realization under the Loan Documents, whether by foreclosure, deed in lieu thereof of foreclosure or otherwisein any other proceedings made or brought to enforce the rights of Lender, or by any successor to Lender, Tenant shall not be named as a party therein (unless Lender is required to name Tenant in order to file a foreclosure action) (unless required by law to properly foreclose upon the Deed of Trust), and the sale of the Property in any such action or proceeding and the exercise by Lender agree of any such action or proceeding and at the time of its other rights under the Deed of Trust shall be made subject to all rights of Tenant under the Lease,, and (ii) regardless of whether Landlord names Tenant in such foreclosure action or other proceeding made or brought to enforce the rights of Lender or any successor to Lender, provided that at the time of any such action or proceeding and at the time of any such sale or exercise of any such other rights, Tenant shall not be declared in default, and no event shall have occurred which with the giving of notice or passage of time or both could result in a default, under any of the terms, covenants or conditions of the Lease (including any options on Tenant's part to purchase be observed or performed Tenant's possession of the Demised Premises and Tenant's other rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in under the Lease and previouslywill not be disturbed, at that time modified, enlarged or thereafter exercised by Tenant) of otherwise affected during the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not said term may be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt extended pursuant to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease, and any successor in interest to the rights and obligations of the Landlord under the Lease will abide by the provisions of the Lease and unconditionally assume all obligations of Landlord under the Lease, notwithstanding any other provisions in the Deed of Trust. For purposes of this paragraph, a foreclosure shall include a sheriff's or trustee's sale under the power of sale contained in the Deed of Trust and any other transfer of the Landlord's interest in the Project Property under peril of foreclosure, including without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has notlimiting the generality of the foregoing, as such, been transferred to Lender,an assignment or sale in lieu of foreclosure.

Non-Disturbance. If Lender agrees that if Lender comes into possession of or acquires title to all or any proceedings are brought by Lender to part of the Leased Premises or the Lot (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for defined in the Lease) as a result of foreclosure or other enforcement of the Security Deed or the Assignment of Leases, includingor both, then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previously, at that time or thereafter exercised by Tenant) would entitle the lessor under the Lease to exercise any other remedy available to it on account of the term of Tenant defaults under the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, interfered with nor shall Tenant's use, possession or disturbed by Lender by such foreclosure enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Mortgage Lease be interfered with. Following a foreclosure or by any such attempt other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or the Assignment of Leases, or the acquisition of title to foreclose the Leased Premises, the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereofof any such action or proceeding (hereinafter called the "Purchaser") or Lender if Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, or otherwise. Notwithstanding except as expressly otherwise set forth herein, provided, however, that neither the foregoing, in no event Purchaser nor the Lender shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (including Landlordb) liable for the return of any security deposit which lessee under the Lease has paid under the Lease unless such security deposit is received by Lender; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or consent delay its consent); or acquiescence (f) bound by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, of the lessee's interest in the Lease made without the obtaining Lender's prior written consent of Lender(such consent not to be unreasonably withheld or delayed), except for any assignment or sublease permitted where the consent of the Landlord is not required pursuant to be made under the terms provisions of Section 6.1.6 of the Lease (in which event no consent of Lender shall be required); or without Landlord’s prior written consent; or 3.05 (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and the rents, or other proceeds arising therefrom. In the event that Lender acquires title to or possession of all or any part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender does not intend to perform the Construction Obligations. A notice delivered by the Lender pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender, requesting that Lender deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender delivers an Opt-In Construction Notice as aforesaid, then Lender shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender shall have given no obligation to perform the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of such election to Lender. If Tenant elects to terminate the Lease, the Lease shall be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender shall have any previous landlord further liabilities or obligations thereunder. If (including Landlorda) which has notLender sells, conveys, assigns, pledges or transfers its interest in the Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or transferee. Notwithstanding anything to the contrary contained in this Section, if Lender so transfers, assigns or conveys all right, title and interest of the Lender in and to the Security Deposit, if applicable, as suchaforesaid, been transferred to Lender,then Lender shall have no liability for the return of the Security Deposit.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose In the event of foreclosure of the Mortgage or (b) to succeed conveyance in lieu of foreclosure or the exercise of any similar rights under the Mortgage, which foreclosure or conveyance occurs prior to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) expiration of the term of the Lease, including any extensions and renewals of such term now provided thereunder, and so long as Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to the Property, and any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the same force and effect as if originally entered into with Lender; and terms of the Mortgage (but Tenant’s possession rights and Landlord’s obligations set forth in Sections 14.2 and 14.4 of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed affected by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlordthis proviso); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no event of default on the part of Lessee under the Lease, beyond any proceedings are brought applicable notice and cure period under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease and the Sublessee under the undated Sublease Agreement (as amended by Lender a notice of change in control letter, dated July 8, 2008, and First Amendment to Sublease Agreement dated December 1, 2010) (a) foreclose the Mortgage or (b“Sublease”) to succeed Cribis Corporation (“Subtenant”), a Florida corporation and successor-by-merger to Teres Solutions, Inc. shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease and Sublease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease and Subtenant as the sublessee under the Sublease, subject to the interest terms and provisions of Landlord the Lease except as modified by foreclosurethis Agreement; provided, deed in lieu thereof or otherwisehowever, Tenant that Lessee and Lender agree that the following provisions of the Lease (including if any) shall not be binding on Lender: any options option to purchase or rights with respect to the Property; any right of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Deed of Trust (herein collectively referred to as the “Non-Disturbance”). Notwithstanding the fact that the Lease or without Landlord’s prior written consent; or 3.05 liable and the Sublease remain in effect upon a foreclosure of the Deed of Trust in accordance with the foregoing provisions, in the event that, following a foreclosure of the Deed of Trust, the Lease is terminated for any deposit that Tenant may have given to reason, including by reason of an event of default beyond any previous landlord (including Landlord) which has notapplicable notice and cure periods on the part of Lessee under the Lease, the Sublease, if still in effect at such time, and the rights of the Subtenant under the Sublease will also be terminated effective as such, been transferred to Lender,of the date of termination of the Lease.

Non-Disturbance. If any proceedings are brought by Lender Purchaser and Manager agree that in the event the Lease terminates prior to expiration or earlier termination of the Term, so long as (i) there exists no uncured Manager Event of Default and (ii) Owner is not otherwise entitled to terminate this Agreement: (a) foreclose the Mortgage or Manager shall not be disturbed in its rights under this Agreement by Purchaser; (b) Purchaser shall assume the obligations of Owner under this Agreement; and (c) Manager shall attorn to succeed Purchaser and recognize Purchaser as the “Owner” under this Agreement. Purchaser shall have the right to assign all of its right, title and interest in, to and under this Agreement to a new tenant (a “Substitute Tenant”) to which Purchaser shall lease the interest of Landlord by foreclosureHotels (pursuant to a lease which imposes no greater risks, deed in lieu thereof obligations, duties or otherwise, Tenant and Lender agree that liability on Manager than the Lease (assuming the same had not been terminated) and for a term equal to the unexpired term of this Agreement) which Substitute Tenant shall expressly assume all of the Owner’s obligations under this Agreement. Upon such assignment to, and assumption by, a Substitute Tenant, Purchaser shall be relieved of all future obligations arising under this Agreement (other than any expressly imposed on Purchaser pursuant to Sections 4.2 through and including any options 4.7), Manager shall attorn to purchase or rights of first refusal upon purchase contained therein) the Substitute Tenant and recognize the Substitute Tenant as the “Owner” under this Agreement, and the term “Lease” as used in this Agreement shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct be deemed to refer to such lease between Lender or such foreclosure sale purchaser Purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Substitute Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Notwithstanding anything to the interest contrary in this Lease, if an Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by foreclosure, deed in lieu thereof or otherwisesuch Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT E shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT E or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and Lender agree subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT E from each Holder of any Encumbrance in effect as of the date of this Lease, confirming that the Lease (including any options to purchase or rights existence of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the Lease and previously, at occurrence of some other act or event that time or thereafter exercised constitutes a default by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies Tenant under the Lease constitute a default by Tenant under this Lease). If Landlord fails to deliver the required SNDA(s) within the 15-day period, then, as Tenant's sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not be diminishedexercise such termination right within such 5-business day period, interfered with then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only remedies with respect to Landlord's failure to deliver such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including LandlordSNDA(s); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If If, at any proceedings are brought by time, Lender to (a) foreclose the Mortgage or (b) to succeed to any person or entity or any of their successors or assigns who shall acquire the interest of Landlord by under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, deed an assignment-in-lieu of foreclosure or otherwise (each, a "NEW OWNER") shall succeed to the interests of Landlord under the Lease, so long as (i) the Lease is then in lieu thereof or otherwisefull force and effect, (ii) Tenant complies with this Agreement, and Lender agree that (iii) no default after the giving of any required notice, and expiration of any applicable grace period, under the Lease (including any options to purchase or rights a "DEFAULT") on the part of first refusal upon purchase contained therein) Tenant exists under the Lease, then the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the New Owner and Tenant for the unexpired balance (Tenant, upon and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant subject to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) all of the term terms, covenants and conditions of the Lease, with for the same force and effect as if originally entered into with Lender; and Tenant’s possession balance of the Premises term thereof (it being agreed that if the conditions in the aforesaid clauses (i) through (iii) are not met, then the New Owner shall not be obligated to recognize this Lease on the terms and rights, options, privileges conditions contained herein and remedies the Lease may be terminated by New Owner and such termination may occur or be effected by Lender naming Tenant as a defendant or subordinate party in a foreclosure action brought by Lender with respect to the Loan). Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and L▇▇▇▇▇, or any such New Owner, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach omission of warranty of any previous a prior landlord (including Landlord) or obligations accruing arising prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership upon which the New Owner shall succeed to the interests of Landlord under the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;Lease; or 3.02 (b) subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or 3.03 (c) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month or by any security deposit or other prepaid charge which T▇▇▇▇▇ might have paid in advance to any prior landlord (“Prepaid Rent”including Landlord);, except to the extent that such New Owner actually comes into exclusive possession of the same; or 3.04 (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable (e) responsible for the making of any improvements to the Premises or repairs in or to the Premises including, without limitation, in the case of damage or destruction of the Premises or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs; or (f) obligated to make any payment to Tenant (except for the timely return of any security deposit that Tenant may have given actually received by such New Owner) arising prior to any previous landlord (including Landlord) the date upon which has not, as such, been transferred the New Owner shall succeed to Lender,the interests of Landlord under the Lease.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose Fee Secured Party hereby agrees that so long as Lessee is not in default under the Mortgage Lease beyond any applicable notice, cure, or grace period, (bi) Lessee’s possession and occupancy of the Property and Lessee’s rights and privileges under the Lease shall not be disturbed by Fee Secured Party or any assignee or successor-in-interest to succeed Fee Secured Party and (ii) Fee Secured Party shall not join Lessee as party to any action or proceeding brought as a result of a default by Owner under the Deed of Trust or any other document associated with the Deed of Trust, unless such joinder is required in order to complete the action or proceeding, in which case Fee Secured Party shall pay all costs or expenses incurred by Lessee in connection with having been so joined. Without limiting the generality of the foregoing, if Owner’s interest of Landlord in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu thereof of foreclosure, or otherwisein any other way, Tenant and Lender agree that the Lease (including action, or proceeding, or by any options assignee or successor to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseFee Secured Party, including, without limitation, any extensions or renewals pursuant to options contained in the Lease purchaser at a foreclosure sale, (i) Lessee’s rights and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies interest under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed continue in full force and effect otherwise subject to the terms of the Lease and (ii) Collateral Agent and the Secured Parties shall have all the rights and benefits of a Leasehold Mortgagee described in Section 8 of the Lease; and the foregoing right, interests, and benefits of Lessee, Collateral Agent and the Secured Parties shall not by operation of law or otherwise be terminated or disturbed, except in accordance with the Lease. In the event the Collateral Agent or any of the Secured Parties acquire Lessee’s interest of Landlord in the Lease or the by foreclosure, deed in lieu thereofof foreclosure, or otherwise. Notwithstanding , Fee Secured Party shall recognize the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation Collateral Agent or breach the Secured Parties as having all rights of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) Lessee under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made and under the terms of this Agreement. (b) If Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or without Landlord’s prior written consent; or 3.05 liable for in any deposit that Tenant may have given to any previous landlord (including Landlord) which has notother way, as suchaction, been transferred to Lender,or proceeding, NONDISTURBANCE AND ATTORNMENT AGREEMENT #4842-0527-7211

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or in case Lender by such foreclosure takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, unless the lessor under the Mortgage Lease would have had such right if the Security Deed or by any such attempt to foreclose the Assignment of Leases had not been made, except that neither the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (hereinafter called the foregoing, in no event "Purchaser") nor Lender if Lender takes possession of the Property shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) liable for the return of any security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent; or consent or acquiescence (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the lessee's interest in the Lease or made without Landlord’s also obtaining Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord's construction covenants under the Lease, provided that if Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Lender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to third parties other than Lender,.

Non-Disturbance. If A. In the event Mortgagee or any proceedings are brought by Lender other Subsequent Owner comes into possession of or acquires title to the Real Estate or portion thereof either at or following a Foreclosure, Mortgagee agrees (which agreement shall be binding on all Subsequent Owners) that if, at such time, (a) foreclose the Mortgage Lease has not expired or otherwise been earlier terminated in accordance with its terms, and (b) to succeed to the interest Tenant has not committed an Event of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Default under the Lease (including any options to purchase or which is still outstanding after expiration of all applicable cure periods, then Mortgagee and all Subsequent Owners shall recognize Tenant’s rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in under the Lease, includingand, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease Tenant shall not be diminishednamed a party in any Foreclosure action or proceedings, interfered with or and Tenant shall not be disturbed by Lender by such foreclosure under in its right to lease and operate at the Mortgage or by any such attempt to foreclose or to succeed Leased Premises pursuant to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwiseLease. Notwithstanding the foregoing, in no event if an Event of Default by Tenant occurs after the Foreclosure Date, the Subsequent Owner as of the date of such Event of Default shall Lender be: 3.01 have such remedies as are available to Landlord under the Lease, including termination of the Lease. A Subsequent Owner acquiring possession of or title to the Real Estate or portion thereof at or following a Foreclosure will not, with respect to acts or omissions of Landlord prior to the Foreclosure Date, be (i) liable for any actaction or omission of Landlord under the Lease; provided, omissionhowever, defaultthat nothing herein shall relieve Mortgagee or any Subsequent Owner from liability for such actions or omissions which constitute continuing defaults under the Lease if Mortgagee or Subsequent Owner, misrepresentation or breach as applicable, was given notice and an opportunity to cure such default(s), pursuant to Section 5 of warranty of any previous landlord (including Landlord) or obligations accruing this Agreement, prior to Lender’s actual ownership of the Mortgaged Property; howeverForeclosure Date, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (ii) subject to any offsetoffsets, defense, claim claims or counterclaim which defenses that Tenant might be entitled to assert against Landlord, provided, however, that the Mortgagee or Successor Owner, as applicable, shall be subject to any previous landlord such offset, claim or defense if (including Landlord); 3.03 and only if) the Mortgagee or Successor Owner, as applicable, received written notice from the Tenant, in accordance with Section 5 below, of the default which gave rise to such offset, claim or defense and was given the period of time to cure the same, as provided in Section 5 below, prior to the Foreclosure Date, (iii) liable for any indemnification obligations of Landlord under the Lease as to matters occurring or arising prior to the Foreclosure Date, except to the extent that Mortgagee and/or Subsequent Owner, as applicable, had notice of the event giving rise to such indemnification obligation prior to the Foreclosure Date, (iv) INTENTIONALLY OMITTED, (v) bound by any prepayment of base rent, additional percentage rent or any other payments made by which Tenant to any previous landlord (including Landlord) paid for more than one the current month to Landlord or to any prior owner under the Lease, except to the extent actually paid over to Mortgagee, (1vi) month in advance (“Prepaid Rent”); 3.04 bound by any material amendment or modification of the Lease hereafter mademade without Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or consent or acquiescence delayed, (vii) bound by any previous landlord (including Landlord) consent by Landlord under the Lease to any assignment or sublease hereafter grantedof Tenant’s interest in the Lease made without also obtaining Mortgagee’s prior written consent, without the which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) Mortgagee’s prior written consent of Lender, except shall not be required for any an assignment or sublease permitted that does not require Landlord’s consent pursuant to the terms of the Lease, and (B) if Mortgagee does not respond to Tenant’s request for consent within thirty (30) days of receipt of such request, then such consent to assignment or sublease, as applicable, shall be presumed to have been given; (viii) personally liable for any default under the Lease or any covenant or obligation on its part to be made performed thereunder as lessor or landlord, it being acknowledged that Tenant’s sole remedy in the event of such default shall be to proceed against Landlord’s or Mortgagee’s interest in the Real Estate, (ix) liable for or deemed to incur any obligation with respect to any breach of warranties or representations of any nature of Landlord under the Lease or otherwise, including, without limitation, any warranties or representations of Landlord respecting use, compliance with zoning, Landlord’s authority, habitability or fitness for any purpose or presence or absence of hazardous materials or substances, including petroleum products, (x) liable for any consequential or other damages which may have been incurred by Tenant by reason of any breach of obligations to be performed by Landlord, except as expressly set forth in this Agreement, or (xi) liable for any leasing commissions, the triggering event for which arose prior to the date Mortgagee or any Subsequent Owner succeeded to Landlord’s interest. With respect to any action which requires the consent of the Mortgagee in accordance with the terms of this Agreement, or if the Tenant is required hereunder to seek, or desires to seek, the approval of the Mortgagee prior to undertaking a particular action or course of conduct, the Tenant shall provide Mortgagee with written notice, in accordance with the terms of Section 7 of this Agreement, of any such request for such consent, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such action or course of conduct. Tenant shall be required to include in any such notice, printed in capital letters or boldface type, a legend substantially to the following effect: “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. ANY FAILURE TO RESPOND WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION OR COURSE OF CONDUCT REQUESTED BY THE TENANT AND RECITED ABOVE.” If the foregoing legend is included by the Tenant in its communications, and if the Mortgagee fails to respond (which response need be neither a statement of consent nor a refusal of consent) to the Tenant within ten (10) days of Mortgagee’s receipt of such notice, then the Mortgagee shall be deemed to have consented to such proposed action or course of conduct for all purposes hereunder. B. Notwithstanding anything contained herein to the contrary, if Mortgagee or any Subsequent Owner succeeds to Landlord’s interests under the Lease after the Commencement Date, as defined in the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Property on the part of Landlord to have been performed, other than any ongoing maintenance and repair obligations as to a completed structure which are required to be performed by the Landlord under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord restore the Premises after a casualty or taking (including Landlordto the extent required under the Lease), unless the Tenant, within five (5) which has notbusiness days of receiving notice from the Mortgagee or Subsequent Owner, as suchapplicable, been transferred that Mortgagee or Successor Owner is exercising its rights of Foreclosure with respect to Lender,the Property, shall have delivered written notice to the Mortgagee or Subsequent Owner specifying the leasehold improvements or other construction obligations which the Landlord was to have performed at the Property pursuant to the Lease but which were not performed by the Landlord as of the date of such notice.

Non-Disturbance. If any proceedings are brought by Lender Notwithstanding the provisions of Section A of this Article 7 to (a) foreclose the contrary, Landlord agrees that it shall obtain from the holder of the Mortgage or currently encumbering the Real Property, a subordination, non-disturbance and attornment agreement in favor of Tenant in the form generally used by the holder of such Mortgage within thirty (b30) to succeed to days following Tenant's execution and delivery of the interest of Landlord by foreclosuresame. In addition, deed in lieu thereof or otherwise, Tenant and Lender agree that the provided this Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain be in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedin default hereunder beyond applicable notice and grace periods, interfered with or disturbed by Lender by such foreclosure under Landlord shall secure from the holder of any future Mortgage or by any such attempt the lessor of any future Superior Lease intended to foreclose or to succeed be superior to the interest of Landlord Tenant hereunder an agreement either (i) substantially in the form annexed hereto as Exhibit 2 (with such changes thereto as may be reasonably required by foreclosurethe future lender or lessor in accordance with customary lending or real estate practices) or, deed (ii) if a substantially different form, then in lieu thereof, a form which is reasonably acceptable to Tenant. Tenant covenants and agrees to execute and deliver any such agreement from a future lender or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord lessor within ten (including Landlord10) or obligations accruing prior to Lender’s actual ownership business days following Tenant's receipt of the Mortgaged Property; howeversame, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject failing which this Lease shall be deemed subordinate to any offset, defense, claim such future Mortgage or counterclaim which Tenant might be entitled future Superior Lease pursuant to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of subsection A of this Article 7. In the Lease or without event the fees incurred by Landlord in connection with obtaining any subordination, non-disturbance and attornment agreement exceeds the amount of $10,000.00, Tenant agrees to equally share the balance of such fees with Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord , payable as additional rent hereunder within ten (including Landlord10) which has not, as such, been transferred to Lender,business days following Tenant's receipt of an invoice therefor.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or in case Lender by such foreclosure takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, unless the lessor under the Mortgage Lease would have had such right if the Security Deed or by any such attempt to foreclose the Assignment of Leases had not been made, except that neither the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (hereinafter called the foregoing, in no event "Purchaser") nor Lender if Lender takes possession of the Property shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) liable for the return of any security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without ▇▇▇▇▇▇'s prior written consent; or consent or acquiescence (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the lessee's interest in the Lease or made without Landlord’s also obtaining Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that ▇▇▇▇▇▇'s sole remedy in the event of such default shall be to proceed against Purchaser's or ▇▇▇▇▇▇'s interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord's construction covenants under the Lease, provided that if Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by ▇▇▇▇▇▇, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to third parties other than Lender,.

Non-Disturbance. If Lender does hereby agree with Tenant that, in the event Lender succeeds to Landlord's interest in the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant is not in default under the Lease beyond any proceedings are brought by Lender to applicable cure period, (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease Lease between Lender or such foreclosure sale purchaser and Tenant for Tenant, upon and subject to all of the unexpired balance terms, covenants and conditions of the Lease (and any extensions or renewals provided for in the Lease, including, without limitationlimitations, any extensions or renewals pursuant to options contained Tenant's rights of first offer and rights of first refusal set forth in Sections 44 and 45 of the Lease and previouslyLease), at that time or thereafter exercised by Tenant) for the balance of the term of the Lease, with and Lender shall not disturb the same force possession of Tenant, and effect (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as if originally entered into with Lender; and Tenant’s possession the tenant of the Premises and rights, options, privileges and remedies under for the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for i. subject to any actclaims, omission, default, misrepresentation offsets or breach of warranty of defenses which Tenant might have against any previous prior landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership unless Lender has received notice of the Mortgaged Property; howeversame and the condition or circumstance giving rise to any such claim, offset or defense under the Lease continues following the date on which Lender succeeds to the rights of Landlord in which event, Tenant shall have such rights, if any actany, omission, misrepresentation, or breach against Lender only for the period of warranty is of a continuing nature, Lender becomes responsible for such matter on and after time subsequent to the date upon which Lender acquires ownership succeeds to the rights of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged PropertyLandlord; 3.02 subject to ii. liable for any offset, defense, claim act or counterclaim which Tenant might be entitled to assert against omission of any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous prior landlord (including Landlord) unless Lender has received notice of the same and such act or omission under the Lease continues following the date on which Lender succeeds to the rights of Landlord in which event, Tenant shall have such rights, if any, against Lender only for more than one (1) month in advance (“Prepaid Rent”)the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; 3.04 bound iii. liable to cure any default by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous prior landlord (including Landlord) unless Lender has received notice of the same and such default under the Lease continues following the date on which Lender succeeds to the rights of Landlord, in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; iv. bound by any rent or additional rent which Tenant might have paid more than one month in advance or any security deposit or other prepaid charge paid to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been unless transferred to Lender,;

Non-Disturbance. If In the event Lender takes possession of Borrower’s interest in the Mortgaged Property, as mortgagee-in-possession or otherwise, or forecloses the Instrument or otherwise causes Borrower’s interest in the Mortgaged Property to be sold pursuant to the Instrument or exercises any proceedings are brought by other right or remedy available under the Instrument or this Agreement, Lender agrees not to (a) foreclose affect, terminate or disturb Master Tenant’s or Operator’s right to quiet enjoyment and possession of the Mortgage Mortgaged Property under the terms of the Master Lease and Operating Lease, or (b) any of Master Tenant’s rights under the Master Lease or Operator’s rights under the Operating Lease, and to succeed recognize all of Master Tenant’s other rights under the Master Lease and all of Operator’s other rights under the Operating Lease, so long as there is no Event of Default. In the event that Lender succeeds to the interest of Landlord by foreclosurethe Borrower’s fee title to the Mortgaged Property and as landlord under the Master Lease, deed (hereinafter collectively referred to in lieu thereof or otherwisethis paragraph as “Successor Landlord”), Lender and Master Tenant hereby agree to recognize one another as landlord and Lender agree that tenant, respectively, under the Lease (including any options Master Lease, and to purchase or rights be bound to one another under all of first refusal upon purchase contained therein) shall in accordance with all its the terms, covenants and conditions of the Master Lease. Accordingly, from and covenants remain in full force after such event, Successor Landlord and effect as a direct lease between Lender or such foreclosure sale purchaser and Master Tenant shall have the same remedies against each other for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options breach of an agreement contained in the Master Lease as Master Tenant and previouslyBorrower, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed had before Successor Landlord succeeded to the interest of the Borrower, provided, however, that Successor Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender not be: 3.01 a. liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Propertylandlord; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;or 3.02 b. subject to any offset, defense, claim offsets or counterclaim which defenses that Master Tenant might be entitled to assert have against any previous landlord (including Landlord);prior landlord; or 3.03 c. bound by any prepayment of rent, rent or additional rent or other payments made by that Master Tenant to any previous landlord (including Landlord) might have paid for more than one (1) month in advance to any prior landlord; or Subordination, Assignment and Security Agreement Form 4079 (“Prepaid Rent”);Seniors Housing) (Memorial ▇▇▇▇▇) 05-05 Ó 2000-2005 ▇▇▇▇▇▇ Mae 3.04 d. bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Master Lease or the Operating Lease made after the date of this Assignment without LandlordLender’s prior written consent; or 3.05 e. liable for return of any security deposit that or reserve to the extent not made available to Lender as successive landlord succeeding Master Tenant may and/or Borrower and becoming the Successor Landlord. Notwithstanding any of the foregoing to the contrary, while an “Event of Default” under the Instrument has occurred, (a) Lender shall have given the right to any previous landlord exercise all rights as owner of the Mortgaged Property under the Master Lease and (including Landlordb) Operator shall pay to Lender directly all Rent and other sums due to Master Tenant under the Operating Lease which has not, amounts shall be credited as such, been transferred to Lender,set forth in Section 3 of this Agreement.

Non-Disturbance. If With respect to any proceedings are brought by Lender to sublease of the Demised Premises or any part thereof (a) foreclose which demises at least one full floor of the Mortgage or South Building, (b) to succeed the term of which is for at least ten (10) years or for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the interest Impositions payable hereunder with respect to the premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the Minimum Rent payable hereunder applicable on a pro-rata basis); (d) which complies with the provisions of Section 14.4(a); (e) the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of performing its obligations thereunder, and Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord of such financial status; (f) which shall entitle the subtenant to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than the services provided under typical leases for comparable space in First-Class Office Buildings as of the date of such sublease; and (g) which provides that, after termination of this Lease and attornment by foreclosurethe subtenant to Landlord, deed the subtenant shall not, without the prior written consent of Landlord, sublease all or any part of the premises demised thereby or assign the sublease, except in lieu thereof either case, to a wholly-owned subsidiary of, or otherwisean entity wholly owning, Tenant and Lender agree the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the Lease (including any options to purchase or rights net worth of first refusal upon purchase contained therein) shall such successor subtenant, calculated in accordance with all its termsgenerally accepted accounting principles, conditions without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and covenants remain in full force and effect as a direct lease between Lender or evidence of such foreclosure sale purchaser and Tenant for the unexpired balance net worth (and any extensions or renewals provided for in the Leaseform of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, includingLandlord shall, without limitationupon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Landlord Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any extensions or renewals pursuant to options contained sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the Lease and previously, at that time or thereafter exercised by Tenant) form of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease Landlord Non-Disturbance Agreement shall not be diminishedsubject to arbitration. If the result of such arbitration shall be adverse to Landlord, interfered Landlord shall not be liable for damages but Landlord shall then execute a Landlord Non-Disturbance Agreement. If Tenant shall make any request under this Section 14.9, it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with or disturbed by Lender by such foreclosure under clauses (a) through (d) above, but not the Mortgage or by costs of any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwisearbitration. Notwithstanding the foregoinganything in this Section 14.9, in no event shall Lender be: 3.01 liable for the granting of a Landlord Non-Disturbance Agreement by Landlord to any act, omission, default, misrepresentation or breach subtenant be deemed to create any privity of warranty estate between Landlord and such subtenant prior to the date of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,attornment.

Non-Disturbance. If In the event of a foreclosure under the Deed of Trust or in the event the Property is transferred by reason of a deed-in-lieu of foreclosure or by reason of any proceedings are brought by Lender to legal proceeding, so long as there shall then exist no event of default (aas defined in the Lease) foreclose on the Mortgage or (b) to succeed to the interest part of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Lessee under the Lease (including following any options to purchase applicable notice and cure period), Lender agrees for itself and its successors and assigns and for each Transferee that the leasehold interest of Lessee under the Lease shall not be extinguished or rights terminated by reason of first refusal upon purchase contained therein) such foreclosure, but rather the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lessee, as tenant, and the Transferee holding title to the Property, as landlord, and Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (each Transferee shall recognize and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect accept Lessee as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that if Lender or its designee is the “Transferee”, then Lessee and Lender agree that the following provisions of the Lease (if any) shall not be diminishedbinding on Lender, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by as “Transferee”: any such attempt option to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only purchase with respect to such matters accruing from and after the date Lender acquires ownership Property; any right of first refusal to purchase the Mortgaged Property; 3.02 subject ; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to any offset, defense, claim or counterclaim the Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Lease Deed of Trust; provided, further, however, that if Lender or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has notits designee, as such“Transferee”, been transferred elects not to apply insurance or condemnation proceeds to rebuild the building located on the Property in reliance on the foregoing, then Lender shall notify Lessee of such election promptly following Lender,’s receipt of such insurance or condemnation proceeds and upon receipt of such notice by Lessee, the Lease shall automatically terminate.

Non-Disturbance. If any proceedings are brought by Lender to Mortgagee agrees that (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Mortgagee shall not terminate the Lease (including any options to purchase nor shall Mortgagee disturb or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and affect Tenant’s leasehold estate, use and possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered or any portion thereof in accordance with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or any rights of Tenant under the Lease by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage, including, without Landlord’s prior written consent; or 3.05 liable limitation any right to purchase and certain rights to receive and retain insurance proceeds and condemnation awards in respect of the Premises, all as more particularly set forth in the Lease, and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Property pursuant to the Mortgage or any deposit other proceeding to enforce the Mortgage, Tenant shall not be named or joined as a party therein, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired in accordance with the terms of the Lease) under any of the terms, covenants or conditions of the Lease, and (ii) Tenant may have given be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights under this Agreement or the Lease, except as specifically set forth elsewhere in this Agreement, and (2) none of Tenant’s rights under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant. The immediately preceding sentence shall in no way be deemed a waiver of Mortgagee’s rights to enforce any previous landlord (including Landlord) which has notremedy against Tenant under the Lease, as suchLandlord, been transferred pursuant to Lender,the terms of the Lease in the event that Mortgagee becomes the owner of the Property by reason of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose So long as no default on the Mortgage or (b) to succeed to the interest part of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in exists --------------- under the Lease and previouslycontinues beyond the expiration of any applicable periods of notice and grace, at that time nor any other event has occurred, which has continued to exist beyond the expiration of any applicable periods of notice and grace, as would entitle the Landlord to terminate the Lease or thereafter exercised by Tenant) would cause, without any further action on the part of Landlord, the termination of the term of Lease or would entitle the LeaseLandlord to dispossess the Tenant thereunder, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, interfered with nor shall such Tenant's use, possession or disturbed by Lender by such foreclosure enjoyment of the Leased Premises or rights under the Mortgage Lease be adversely affected in any foreclosure or by other action or proceeding in the nature of foreclosure, instituted under or in connection with the Security Deed, or, in case Lender takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, unless the Landlord under the Lease would have had such attempt to foreclose right if the Security Deed or to succeed to the Assignment of Leases had not been made. Neither the person or entity acquiring the interest of Landlord the lessor under the Lease as a result of any such action or proceeding or by foreclosure, way of any deed in lieu thereofof any such action or proceeding (hereinafter called the "Purchaser") nor Lender, if Lender takes possession of the Property or otherwise. Notwithstanding otherwise succeeds to the foregoinglessor's interest under the Lease, in no event shall Lender be: 3.01 : (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) liable for the return of any security deposit which Tenant under the Lease has paid to any prior lessor under the Lease, except to the extent that the amount thereof is turned over to the Purchaser or obligations accruing prior to the Lender’s actual ownership of , as the Mortgaged Propertycase may be; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which the Tenant under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by the payment of any prepayment of base rent, additional percentage rent or any other payments made by which the Tenant to any previous landlord (including Landlord) under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent; or consent or acquiescence (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, without of the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of lessee's interest in the Lease or sublease of all or any portion of the Leased Premises made without Landlord’s Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, if Lender or any Purchaser succeeds to the lessor's interests under the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Leased Premises on the part of Landlord to have been performed, provided that if such party does not perform such obligations within a reasonable time after such succession, then Tenant shall have the right either: (i) to terminate the Lease and to pursue any and all legal remedies it may have given against Landlord and/or any third parties other than Lender or Purchaser; or (ii) upon the receipt of the prior written consent, if required, from such party's lender, if any, to perform the work to have been performed by Landlord, and to withhold from subsequent payments of rent, additional rent and other amounts to be paid by Tenant an amount equal to any previous landlord (including Landlord) which has not, as such, monetary contribution or reimbursement that Landlord would have been transferred required to Lender,pay under the Lease in respect of such construction work.

Non-Disturbance. If So long as Tenant is not in default under the Lease --------------- beyond any proceedings are brought by notice and cure period provided in the Lease, then Lender to (a) foreclose agrees with Tenant that in the Mortgage or (b) to succeed to event the interest of Landlord under the Lease is acquired by foreclosureLender, deed or Lender acquires title to the Property or comes into possession of said Property by reason of foreclosure or enforcement of the Mortgage or the Note, or by a conveyance in lieu thereof thereof, or otherwiseby any other means, Tenant Tenant's possession of the Premises and Lender agree that Tenant's rights, privileges and 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, including any options extensions thereof permitted to purchase or rights of first refusal upon purchase contained therein) Tenant, and the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for shall not be terminated except in accordance with the unexpired balance (and any extensions or renewals provided for in terms of the Lease. In the event Tenant defaults under the Lease or this Agreement beyond applicable notice and cure periods, includingthe obligations of Lender hereunder shall, without limitationat Lender's election, any extensions or renewals pursuant become null and void and Lender may proceed to options contained in extinguish the Lease and previouslyall 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, at that time or thereafter exercised by Tenant) a conveyance in lieu thereof, or as a result of any other means, Tenant agrees to be bound to Lender under all of the terms, covenants, and conditions of the Lease for the balance of the term of the Leasethereof, including any extensions thereof permitted to Tenant, with the same force and effect as if originally entered into with Lender; Lender were the landlord under the Lease, and Tenant’s Tenant does hereby attorn to Lender as its landlord, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto. Lender further agrees that if it obtains possession or title to the Property during the Lease term, Lender shall be bound to Tenant under all of the Premises terms, covenants, and rights, options, privileges and remedies under conditions of the Lease shall not be diminishedand Tenant shall, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership occurrence of the Mortgaged events set forth above, have the same remedies that Tenant might have had under the Lease against Landlord; provided; however, that Lender shall not be: a. liable to Tenant for damages for any act or omissions of Landlord or any prior landlord occurring prior to Lender obtaining possession or title to the Property;; or 3.02 b. subject to any offsetoffsets, defense, claim claims or counterclaim defenses which Tenant might be entitled to assert have against Landlord or against any previous prior landlord which arise prior to, or out of any events that occurred prior to, the date Lender obtains possession or title to the Property (including Landlordexcept any offset or deduction expressly provided for in the Lease which amount is a sum certain expressly set forth in the Lease);; or 3.03 c. bound by any prepayment of rent, rent or additional rent or deposit, rental security or any other payments made sums which Tenant may have paid to Landlord or any other landlord unless received by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”);Lender; or 3.04 d. bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under made from and after the Lease to any assignment or sublease hereafter granted, date of this Agreement without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s 's prior written consent; or 3.05 e. bound to the Tenant subsequent to the date upon which the Lender transfers its interest in the Property to any third party; or f. obligated or liable to Tenant with respect to the construction and completion of any improvements in the Premises for tenant's use, enjoyment or occupancy; provided, however, if, after succeeding to Landlord's interest under the Lease Lender fails or refuses to construct or complete any such improvements which Landlord would have been obligated to construct or complete, Tenant shall be entitled to exercise any and all remedies provided to Tenant by the Lease for a failure by Landlord to construct or complete any such improvements; or g. obligated or liable to Tenant for any moving, relocation or refurbishment allowance or any payment or allowance for improvements to the Premises of any part thereof; provided, however, if after succeeding to Landlord's interest under the Lease Lender fails or refuses to pay any such allowance, Tenant shall be entitled to exercise any and all remedies provided to Tenant by the Lease for a failure by Landlord to pay any such allowance; or h. liable for the payment of any leasing commissions or other expenses for which Landlord or any prior landlord incurred the obligation to pay; or i. bound or liable to Tenant under any notice given by Tenant to Landlord or any prior landlord unless notice is also given simultaneously to Lender as required by the terms of this Agreement; or j. personally liable for any deposit that Tenant may have given obligations of Landlord under the Lease to any previous landlord (including Landlord) which has notLender succeeds, as such, been transferred Lender's liability for the performance of such obligations being limited at all times to Lender,its interest in the Property.

Non-Disturbance. If 2.1 So long as Tenant is not in default under any proceedings are brought of the material terms, covenants or conditions of the Lease (beyond any period provided to Tenant to cure such default by the terms of the Lease), Tenant's rights under the Lease and possession of the Premises thereunder shall not be affected or disturbed by Lender to (a) foreclose in the exercise of any of its rights or remedies under the Loan Documents. 2.2 Upon foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure or the exercise of any other remedy available to Lender under the Loan Documents or applicable law pursuant to which Lender or any purchaser at a foreclosure sale or trustee's sale (bthe “Successor Landlord”) succeeds to succeed to some or all of the interest of Landlord by foreclosureas the owner of the Premises, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any all renewal and other options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or though the default giving rise to such foreclosure sale purchaser action had not occurred. The Successor Landlord proceeding shall recognize all of the rights and interest of Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in under the Lease and previously, at that time or thereafter exercised by Tenant) shall perform all of the term duties and responsibilities of the Lease, Landlord under the Lease for so long as it holds title to or possession of the Premises with the same force and effect and with the same priority in right as if originally entered into with Lender; the Lease were directly made between Lender and Tenant’s possession , so long as Tenant is not in default of the Premises and rightsa material term thereunder beyond any applicable cure period available to Tenant by law, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage in equity or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease Lease. Upon foreclosure under the Loan Documents or without the granting of a deed in lieu thereof and receipt by Tenant of notice of the Successor Landlord’s prior written consent; orinterest, Tenant shall attorn to and recognize the Successor Landlord to the same extent and with the same force as if the Successor Landlord were the landlord under the Lease and shall be bound by and perform all of the obligations imposed upon Tenant under the Lease. Tenant's attornment hereunder shall be effective and self-operative without the execution of any other instruments on the part of any party and shall be effective concurrently with such owner's acquisition of leasehold title to the Premises. Landlord hereby irrevocably authorizes Tenant to make payment of rent to the Successor Landlord upon receipt of the aforementioned notice and waives any claims against Tenant for following any such demand received from the Successor Landlord. 3.05 liable for 2.3 Lender shall not include Tenant in any deposit that Tenant may have given foreclosure proceeding involving the Premises unless required to any previous landlord (including Landlord) which has not, as such, been transferred comply with the procedural requirements of applicable law and not to Lender,terminate Tenant's rights and interests under the Lease.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or in case Lender by such foreclosure takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, unless the lessor under the Mortgage Lease would have had such right if the Security Deed or by any such attempt to foreclose the Assignment of Leases had not been made, except that neither the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (hereinafter called the foregoing, in no event "Purchaser") nor Lender if Lender takes possession of the Property shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) liable for the return of any security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert then have against any previous landlord prior lessor; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent which shall not be unreasonably withheld; or consent or acquiescence (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, of the lessee's interest in the Lease made without the also obtaining ▇▇▇▇▇▇'s prior written consent of Lender, except which shall not be unreasonably withheld; or (g) personally liable for any assignment or sublease permitted to be made default under the terms of the Lease or without any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that ▇▇▇▇▇▇'s sole remedy in the event of such default shall be to proceed against Purchaser's or ▇▇▇▇▇▇'s interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord’s prior written consent; or 3.05 liable for 's construction covenants under the Lease, provided that if Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by ▇▇▇▇▇▇, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any deposit that Tenant and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to third parties other than Lender,.

Non-Disturbance. If any proceedings are brought by Lender to Mortgagee agrees that (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or affect Tenant’s (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Leaseor, with the same force respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered or any portion thereof in accordance with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlordany rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage (or other documents securing the indebtedness secured by the Mortgage) and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Port Authority Ground Lease and/or the Building pursuant to the Mortgage or any other proceeding to enforce the Mortgage (or other documents securing the indebtedness secured by the Mortgage), neither Tenant (nor any person or entity claiming through or under Tenant) shall be named or joined as a party therein, and the sale of the Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s prior written consent; or 3.05 liable for any deposit that part to be observed or performed and (ii) Tenant may have given be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any previous landlord person or entity claiming through or under Tenant) under this Agreement or the Lease and (including Landlord2) which has not, as such, been transferred to Lender,none of Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. If any proceedings The Lease and all rights of Tenant hereunder are brought by Lender to (a) foreclose the Mortgage or (b) to succeed and shall be subject and subordinate to the interest lien and security title of Landlord any Mortgage (as hereinafter defined) presently existing or hereafter encumbering the Building provided that the holder of said Mortgage agrees not to disturb Tenant’s possession of the Leased Premises so long as Tenant is not in default hereunder, as evidenced by foreclosurea subordination, deed non-disturbance agreement signed by said holder. Promptly following ▇▇▇▇▇▇▇▇’s request, ▇▇▇▇▇▇ shall execute such a subordination and non-disturbance agreement. For purposes of this Lease, “Mortgage” shall mean any or all mortgages, deeds to secure debt, deeds of trust or other instruments in lieu thereof the nature thereof, and any amendments, modifications, extensions or otherwiserenewals thereof. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and Lender agree deliver to Landlord an estoppel certificate in such form as Landlord may reasonably request certifying (i) that the this Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain is in full force and effect as a direct lease between Lender and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant’s knowledge, any uncured defaults or specifying such foreclosure sale purchaser defaults if any are claimed, and Tenant for the unexpired balance (and iv) any extensions other matters or renewals provided for in state of facts reasonably required respecting the Lease, including, without limitation, it being intended that any extensions such statement delivered pursuant hereto may be relied upon by Landlord and by any purchaser or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) mortgagee of the term Building. No owner of the LeaseLeased Premises, with whether or not named herein, shall have liability hereunder after it ceases to hold title to the same force Leased Premises. Landlord represents and effect warrants that as if originally entered into with Lender; and Tenant’s possession of the Premises and rightsdate of this Ninth Amendment, options, privileges and remedies under the Lease shall Building is not be diminished, interfered with or disturbed encumbered by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Mortgage.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default under any provision of the Lease or this Agreement beyond any applicable notice and/or cure periods at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Premises or such foreclosure sale purchaser and Tenant for of the unexpired balance (and any extensions or renewals provided for Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If With respect to any proceedings are brought by Lender to sublease of the Demised Premises or any part thereof (a) foreclose which demises at least one full floor of the Mortgage or South Building, (b) to succeed the term of which is for at least ten (10) years or for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the interest Impositions payable hereunder with respect to the premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the Minimum Rent payable hereunder applicable on a pro-rata basis); (d) which complies with the provisions of Section 14.4(a); (e) the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of performing its obligations thereunder, and Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord of such financial status; (f) which shall entitle the subtenant to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than the services provided under typical leases for comparable space in First-Class Office Buildings as of the date of such sublease; and (g) which provides that, after termination of this Lease and attornment by foreclosurethe subtenant to Landlord, deed the subtenant shall not, without the prior written consent of Landlord, sublease all or any part of the premises demised thereby or assign the sublease, except in lieu thereof either case, to a wholly-owned subsidiary of, or otherwisean entity wholly owning, Tenant and Lender agree the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the Lease (including any options to purchase or rights net worth of first refusal upon purchase contained therein) shall such successor subtenant, calculated in accordance with all its termsgenerally accepted accounting principles, conditions without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and covenants remain in full force and effect as a direct lease between Lender or evidence of such foreclosure sale purchaser and Tenant for the unexpired balance net worth (and any extensions or renewals provided for in the Leaseform of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, includingLandlord shall, without limitationupon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Subtenant Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any extensions or renewals pursuant to options contained sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the Lease and previously, at that time or thereafter exercised by Tenant) form of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease Subtenant Non-Disturbance Agreement shall not be diminishedsubject to arbitration. If the result of such arbitration shall be adverse to Landlord, interfered Landlord shall not be liable for damages but Landlord shall then execute a Subtenant Non-Disturbance Agreement. If Tenant shall make any request under this Section 14.9, it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with or disturbed by Lender by such foreclosure under clauses (a) through (d) above, but not the Mortgage or by costs of any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwisearbitration. Notwithstanding the foregoinganything in this Section 14.9, in no event shall Lender be: 3.01 liable for the granting of a Subtenant Non-Disturbance Agreement by Landlord to any act, omission, default, misrepresentation or breach subtenant be deemed to create any privity of warranty estate between Landlord and such subtenant prior to the date of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,attornment.

Non-Disturbance. If In the event of any proceedings are brought by Lender enforcement action under any of the documents evidencing and/or securing the Loan, including but not limited to (a) foreclose foreclosure of the Mortgage Deed of Trust, or (b) to succeed upon a sale of the Property pursuant to the interest trustee’s power of Landlord sale contained therein, or upon a transfer of the Property by foreclosure, deed conveyance in lieu thereof thereof, then: a. So long as Tenant complies with this Agreement and an Event of Default under the terms, covenants, or otherwise, Tenant and Lender agree that conditions of the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) is not then occurring, the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender Beneficiary or such foreclosure sale purchaser other Successor Owner of the Property and Tenant for Tenant, upon and subject to all of the unexpired balance (terms, covenants and any extensions or renewals provided for in conditions of the Lease, including, without limitation, any extensions or renewals pursuant to options contained in for the Lease and previously, at that time or thereafter exercised by Tenant) balance of the term of the Lease, with the same force . Tenant hereby agrees to attorn to and effect as if originally entered into with Lender; accept Beneficiary and Tenant’s possession any such other Successor Owner of the Premises Property, as applicable, as landlord under the Lease, and rights, options, privileges to be bound by and remedies perform all of the obligations to be performed by Tenant under the Lease shall not and under this Agreement (such attornment to be diminished, interfered with effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement immediately upon Beneficiary or disturbed by Lender by such foreclosure under other Successor Owner of the Mortgage or by any such attempt to foreclose or to succeed Property succeeding to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease Lease), and in such event, Beneficiary, or any such other Successor Owner of the Property, so long as there is not an Event of Default under the Lease, and pursuant to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease Lease, will not disturb the possession of Tenant, will be bound by all of the obligations imposed on the Landlord by the Lease, and will cure continuing defaults by Landlord. Notwithstanding the foregoing, in the event of such foreclosure or without Landlord’s prior written consent; orsale under power of sale or transfer in lieu thereof, Beneficiary, and any other Successor Owner of the Property, their successors and assigns, shall not be: 3.05 (1) liable for any deposit that Tenant may have given act or omission of a prior landlord (including Landlord), obligated to cure any defaults of any prior landlord (including Landlord), or subject to any previous offsets, credits, defenses or deductions which Tenant might have against any prior landlord (including Landlord), provided, however this subsection (1) does not apply to continuing defaults; (2) bound by any rent or other charge which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month; (3) obligated to pay any improvement allowance or other sum owed by any prior landlord (including Landlord) to Tenant or any other person or entity, except for Operating Expenses incurred by Tenant and which has notthe Lease permits Tenant to recover; (4) bound by any amendment, modification or other agreement with respect to the Lease made without the prior written consent of Beneficiary, which consent may be granted or denied in Beneficiary’s reasonable discretion; (5) liable for any security deposit not actually received by Beneficiary; or (6) bound by any notice given by Tenant to any prior landlord (including Landlord), whether or not such notice is given pursuant to the terms of the Lease, unless a copy thereof was also given to Beneficiary. b. Upon the written request of Beneficiary given at the time of or at any time after any such foreclosure, trustee’s sale or other transfer, Tenant shall execute an amended and restated lease of the Premises with Beneficiary or a Successor Owner upon the same terms, covenants, conditions and provisions as the Lease between Landlord and Tenant, as suchmodified by this Agreement for the duration of the Term of the Lease. c. Beneficiary and any other Successor Owner of the Property shall be liable for the performance of the obligations of the landlord under the Lease only with respect to those obligations which arise and accrue during Beneficiary’s or such other Successor Owner of the Property’s ownership of the Property, been transferred as applicable; and from and after the transfer by Beneficiary or such other Successor Owner of the Property of its ownership of the Property, Beneficiary and such other Successor Owner of the Property shall be relieved of all liability with respect to Lender,the landlord’s obligations under the Lease thereafter to be performed.. Any liability of Beneficiary or any such other Successor Owner of the Property to Tenant for damages as a result of the default of Beneficiary or such other Successor Owner of the Property in the performance of the landlord’s obligations under the Lease to be performed by it as provided in this Agreement shall be satisfied only out of Beneficiary’s or such other Successor Owner of the Property’s interest in the Premises.

Non-Disturbance. If As to each Overlessor, deed of trust trustee, mortgagee or holder of any proceedings are brought by Lender other interest to which this Lease shall hereafter become subordinate pursuant to Article 35 or Article 36 (each a "Senior Holder"), such subordination is subject to the express condition that so long as Tenant is not in default in its obligations hereunder beyond applicable grace periods, (a) Tenant will not be made a party in any action or proceeding by such Senior Holder to recover possession of the Property and/or the Premises, or to any trustee's or sheriff's sale of the Property or to foreclose the Mortgage or any mortgage, (b) to succeed to the interest of Landlord Tenant's possession shall not be disturbed by foreclosuresuch Senior Holder, deed in lieu thereof and (c) this Lease shall not be cancelled or otherwise, Tenant terminated by such Senior Holder and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect upon such foreclosure or recovery of possession as a direct lease between Lender Tenant and the person or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to entity acquiring the interest of Landlord by foreclosureLandlord, deed or between Tenant and the Overlessor, as the case may be, upon all the terms, covenants, conditions and agreements set forth in lieu this Lease, provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or otherwise. Notwithstanding entity acquiring title to the foregoing, in no event Buildings as a result of foreclosure or trustee's sale nor any successor or assign of either of the foregoing shall Lender be: 3.01 be (i) bound by or liable for any actpayment of Rent which may have been made more than thirty (30) days before the due date of such installment, omission(ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, defaultunless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant's claim of a set off right, misrepresentation and, if the set off rights are determined pursuant to a court action or breach arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of warranty set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any previous landlord (including Landlord) or obligations accruing prior Monthly Installments of Additional Rent payable thereunder from time to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing time from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim on which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent such Senior Holder or other payments made by Tenant party acquires title to any previous landlord a Building or Buildings, (including Landlordiii) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the to this Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lendersuch Senior Holder, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 (iv) liable for any monies owing by Landlord or on deposit that with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior Landlord, and Tenant may shall not have given any right to set off (except as provided in clause (ii) above) or assert against such Senior Holder or other person or entity any previous landlord (including Landlord) which has not, as such, been transferred to Lender,claim or damages arising therefrom. The provisions of this 50

Non-Disturbance. If any proceedings are brought by Lender to Notwithstanding the provisions of Section (a) hereof, Lender agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Mortgage Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease shall not be terminated or affected thereby and, so long as no “Default” (including any options to purchase or rights of first refusal upon purchase contained thereinas defined in the Lease) shall in accordance have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and Tenant’s rights and privileges under the Lease shall not be diminished, disturbed or intervened with all its terms, conditions and covenants remain by Lender but shall instead continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for upon all of the unexpired balance (terms, covenants and any extensions or renewals provided for conditions set forth in the Lease, including, without limitation, any extensions or renewals pursuant to options contained and (c) so long as no “Default” (as defined in the Lease Lease) shall have occurred and previouslybe continuing beyond any applicable notice, at that time or thereafter exercised by Tenant) of the term of the Leasegrace and cure periods, with the same force and effect as if originally entered into with Lender; and Lender will not disturb Tenant’s right of quiet possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Lease.

Non-Disturbance. If any proceedings are brought by Lender Simultaneously with the execution of this Lease, Landlord and Tenant agree to execute and deliver to Landlord’s mortgagee or lender a non-disturbance agreement which shall be substantially in the form which is attached to and made a part hereof as Exhibit “F” (athe “SNDA”). Landlord agrees, within twenty (20) foreclose Business Days after the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, date that Tenant and Lender agree Landlord have executed this Lease, to obtain for Tenant’s benefit the SNDA that has been executed by the Lease lender or mortgagee. In the event that Landlord does not deliver the fully executed SNDA to Tenant within twenty (including any options to purchase or rights of first refusal upon purchase contained therein20) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser Business Days after the date that Landlord and Tenant for the unexpired balance (have executed and any extensions or renewals provided for in delivered the Lease, includingthen Tenant shall have the right, without limitationexercisable within ten (10) days after the expiration of such twenty (20) Business Day period, any extensions or renewals pursuant to options contained terminate this Lease, in which event Landlord shall reimburse Tenant on demand for all reasonable, out-of-pocket costs, expenses and damages incurred by Tenant in connection with the Lease letter of intent and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with provided, however, such reimbursement shall not exceed the same force and effect as if originally entered into with Lender; and sum of One Million Dollars ($1,000,000.00). If Tenant fails to timely exercise such termination right, Tenant shall be deemed to have waived its right to so terminate this Lease. Landlord agrees to obtain from the beneficiary under any other mortgage or deed of trust which may encumber the Building in the future a non-disturbance agreement on a commercially reasonable form of non-disturbance agreement in favor of Tenant’s possession of the Premises and rights. If Landlord does not obtain said non-disturbance agreement, options, privileges and remedies under the Lease then Tenant shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt required to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of subordinate the Lease or without otherwise attorn to the mortgagee(s) and this Lease shall be superior to that mortgagee’s particular interest in the Property and this Lease. In the event that any such current or future beneficiary charges Landlord any costs or fees in connection with reviewing the Lease or in preparing or negotiating such non-disturbance agreement, and such costs and fees exceed the sum of Five Thousand and 00/100 Dollars ($5,000.00), then Tenant shall pay to Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord , upon demand, the amount so charged in excess of Five Thousand and 00/100 Dollars (including Landlord) which has not$5,000.00), as such, been transferred Additional Rent. Tenant hereby agrees that the form of SNDA that is attached to Lender,this Lease as Exhibit “F” is a commercially reasonable form of non-disturbance agreement.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Notwithstanding anything to the interest contrary in this Lease, if an Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by foreclosure, deed in lieu thereof or otherwisesuch Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and Lender agree subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California ("COMERICA SIDE LETTER") confirming that the Lease (including any options to purchase or rights existence of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the Lease and previously, at occurrence of some other act or event that time or thereafter exercised constitutes a default by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies Tenant under the Lease or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Landlord and Tenant, nor shall such language or any subordination of Tenant's leasehold interest in accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as set forth in the SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the required SNDA(s) and Comerica Side Letter within the 15-day period, then, as Tenant's sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not be diminishedexercise such termination right within such 5-business day period, interfered with then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only remedies with respect to Landlord's failure to deliver such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including LandlordSNDA(s) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,and/or Comerica Side Letter.

Non-Disturbance. If This Lease Agreement shall be subordinate and subject to all ground or underlying leases and mortgages covering the fee of the property, or which at any proceedings are brought by Lender time thereafter affect the property, and to (a) foreclose the Mortgage all renewals, modifications, or (b) replacements thereof; provided, however, that with respect to succeed any ground lease agreement, underlying lease agreement, or mortgage subsequent to the interest date of this Lease Agreement, such subordination shall not be effective unless and until Landlord shall obtain from any and all such ground lessors, underlying lessors, and/or lenders a written agreement with Tenant wherein any and all such ground lessors, underlying lessors, and/or lenders shall agree that this Lease Agreement shall not be divested or in any way affected by foreclosure, deed other default proceedings, or other succession in lieu thereof interest by or otherwiseunder any ground lease agreement, lease agreement mortgage, or obligation secured thereby, so long as Tenant complies with the terms, conditions, and Lender covenants of this Lease Agreement and performs its obligations under this Lease Agreement (said agreement being referred to herein as a "Non-Disturbance Agreement"). If Landlord shall so fail to obtain a Non-Disturbance Agreement from any ground lessor, holder of any mortgage, or underlying lessor, then the parties recognize that this Lease Agreement shall be and remain superior to any such ground lease agreement, underlying lease agreement, and/or mortgage entered into or executed subsequent to the date of this Lease Agreement. Landlord and ▇▇▇▇▇▇ agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions conditions, and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease herein shall not be diminished, interfered with altered or disturbed affected by Lender subsequent change in ownership of the Shopping Center building by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest reason of Landlord by foreclosure, deed in lieu thereofconveyance, or otherwise. Notwithstanding Any document purporting to transfer ownership in the foregoingbuilding, whether presently in no event existence or not, shall Lender be: 3.01 liable for any actbe subordinate to this Lease Agreement, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to the terms, obligations, and covenants herein. In the event that a change of ownership in the building results in any offset, defense, claim or counterclaim which additional costs to Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment material alteration of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the this Lease or without Landlord’s prior written consent; or 3.05 liable Agreement, ▇▇▇▇▇▇▇▇ agrees to indemnify Tenant for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,such costs.

Non-Disturbance. If Landlord agrees that so long as all rent and other sums payable by Borrower under the Lease are paid, including payment within any proceedings are brought by Lender to (a) foreclose cure period permitted herein or under the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant Lease and Lender agree that shall have cured or shall promptly commence and diligently pursue curing any other default by Borrower under the Lease (including any options to purchase which is reasonably capable of cure by Lender, then Landlord shall not terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions disturb Borrower’s or Lender’s use and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (possession thereof and any extensions or renewals provided for notice of termination delivered by Landlord in violation of the foregoing shall be null and void. Landlord understands and agrees that Lender may, during such period as Lender is paying the rent under the Lease, includingtake possession of the Leased Premises and/or commence such proceedings as Lender shall elect to foreclose, without limitation, any extensions or renewals pursuant to options contained acquire and/or sell Borrower’s interest in the Lease subject to the provisions of Paragraph 12 hereof, and previouslythat any such action shall not affect Landlord’s agreements contained herein, at that time or thereafter exercised by Tenant) provided Lender complies with all of the term terms and obligations under the Lease after receipt of all notices of default and applicable grace periods. Upon acquisition of the Borrower’s interest under the Lease, with Lender or the same force and effect as if originally entered into with Lender; and Tenant’s possession other purchaser at foreclosure or assignee of an assignment in lieu of foreclosure shall be the tenant of the Leased Premises and rights, options, privileges and remedies under the Lease and shall not be diminishedaccepted by the Landlord as such, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by provided that it then promptly and diligently cures any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only outstanding defaults with respect to such matters accruing from and after the date Lender acquires ownership Leased Premises which are reasonably capable of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent cure. No foreclosure or other payments made actions by Tenant to Lender against the Borrower shall release or otherwise affect any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment rights or modification of remedies the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) Landlord may have against the Borrower under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Lease.

Non-Disturbance. If As to each Overlessor, deed of trust trustee, mortgagee or holder of any proceedings are brought by Lender other interest to which this Lease shall hereafter become subordinate pursuant to Article 35 or Article 36 (each a "Senior Holder"), such subordination is subject to the express condition that so long as Tenant is not in default in its obligations hereunder beyond applicable grace periods, (a) Tenant will not be made a party in any action or proceeding by such Senior Holder to recover possession of the Property and/or the Premises, or to any trustee's or sheriff's sale of the Property or to foreclose the Mortgage or any mortgage, (b) to succeed to the interest of Landlord Tenant's possession shall not be disturbed by foreclosuresuch Senior Holder, deed in lieu thereof and (c) this Lease shall not be cancelled or otherwise, Tenant terminated by such Senior Holder and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect upon such foreclosure or recovery of possession as a direct lease between Lender Tenant and the person or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to entity acquiring the interest of Landlord by foreclosureLandlord, deed or between Tenant and the Overlessor, as the case may be, upon all the terms, covenants, conditions and agreements set forth in lieu this Lease, provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or otherwise. Notwithstanding entity acquiring title to the foregoing, in no event Buildings as a result of foreclosure or trustee's sale nor any successor or assign of either of the foregoing shall Lender be: 3.01 be (i) bound by or liable for any actpayment of Rent which may have been made more than thirty (30) days before the due date of such installment, omission(ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, defaultunless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant's claim of a set off right, misrepresentation and, if the set off rights are determined pursuant to a court action or breach arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of warranty set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any previous landlord (including Landlord) or obligations accruing prior Monthly Installments of Additional Rent payable thereunder from time to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing time from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim on which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent such Senior Holder or other payments made by Tenant party acquires title to any previous landlord a Building or Buildings, (including Landlordiii) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the to this Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lendersuch Senior Holder, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 (iv) liable for any monies owing by Landlord or on deposit that with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior Landlord, and Tenant shall not have any right to set off (except as provided in clause (ii) above) or assert against such Senior Holder or other person or entity any claim or damages arising therefrom. The provisions of this 50 54 Article 58 shall be self-operative and no further instrument of subordination or attornment shall be required to be provided by any Senior Holder or by Tenant. Tenant agrees, however, whenever requested to do so upon reasonable notice, to execute such instruments confirmatory of the provisions of this Article 58 as Landlord or any Senior Holder requesting the same may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,reasonably require.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, grace or cure periods, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in terminate the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises be interfered with or disturbed nor shall the leasehold estate granted by Lender by such foreclosure under the Mortgage Lease be affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender takes possession of the property described in the Security Deed pursuant to any provisions thereof, unless the lessor under the Lease would have had such attempt to foreclose right if the Security Deed had not been made, except that the person or to succeed to entity acquiring the interest of Landlord by foreclosurethe lessor under the Lease as a result of any such action or proceeding, deed in lieu thereof, or otherwise. Notwithstanding and the foregoing, in no event successors and assigns thereof (hereinafter called the "Purchaser") shall Lender be: 3.01 not be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (including Landlordb) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (including Landlord); 3.03 c) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1d) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter mademade without Lender's prior written consent, if such consent is required pursuant to the terms of the Security Deed; or consent or acquiescence (e) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, of the lessee's interest in the Lease made without the also obtaining Lender's prior written consent of Lender(to the extent such consent may be required under the Lease), except for any assignment or sublease permitted if such consent is required pursuant to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Security Deed.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosureSo long as no default exists, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by Lender by such other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or by in case Lender takes possession of the Property pursuant to any provisions of the Mortgage and assignment of rents and leases, unless the Landlord would have had such attempt right to foreclose interfere if the Mortgage and assignment of rents and leases had not been made, except that Lender and the person or to succeed to entity acquiring the interest of the Landlord by foreclosure, as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (the foregoing, in no event "Purchaser") shall Lender be: 3.01 not be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord (including Landlord) or obligations accruing prior lessor under the Lease which occurred prior to Lender’s actual ownership the date Lender or Purchaser obtained possession of the Mortgaged Property; or b) liable for the return of any security deposit which Tenant has paid to any prior lessor under the Lease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior lessor under the Lease; provided, however, if that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any act, omission, misrepresentation, right of Tenant to any offset or breach defense otherwise available to Tenant because of warranty is of a continuing nature, Lender becomes responsible for such matter on and events occurring after the date Lender acquires ownership takes possession of the Mortgaged Property; or (d) bound by any base rent, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to percentage rent or any offset, defense, claim or counterclaim other payments which Tenant might be entitled to assert against any previous landlord have paid more than thirty (including Landlord); 3.03 bound by any prepayment 30) days in advance of rent, additional rent or other payments made by Tenant amounts due for the current month to any previous landlord prior lessor under the Lease; or (including Landlorde) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, which increases the obligations or consent responsibilities of Landlord thereunder or acquiescence changes the rent or the term thereof and is made without Lender's prior written consent; or (f) bound by any previous landlord (including Landlord) consent, by any lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Tenant's interest in the Lease or made without Landlord’s also obtaining Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant may have given Tenant's sole remedy in the event of such default shall be to any previous landlord (including Landlord) which has not, as such, been transferred to proceed against Purchaser's or Lender,'s interest in the Property.

Non-Disturbance. If any proceedings are brought by In the event of a foreclosure under the Deeds of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease which remains uncured following notice and the expiration of the applicable cure period, if any, Lender to (a) foreclose agrees for itself and its successors and assigns that the Mortgage or (b) to succeed to the leasehold interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies Lessee under the Lease shall not be diminishedextinguished or terminated by reason of such foreclosure, interfered with or disturbed by Lender by such foreclosure nor shall any other right of Lessee under the Mortgage Lease or by any such attempt appurtenant interests of Lessee in the Property be disturbed, but rather the Lease shall continue in full force and effect and Lender and any successor to foreclose or to succeed Lender shall recognize and accept Lessee as tenant under the Lease subject to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership terms and provisions of the Mortgaged PropertyLease except as modified by this Agreement; provided, however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, that Lessee and Lender becomes responsible for such matter on and after agree that the date Lender acquires ownership following provisions of the Mortgaged Property, but only Lease (if any) shall not be binding on Lender: any option to purchase with respect to such matters accruing from and after the date Lender acquires ownership Property; any right of first refusal with respect to any prospective purchaser of the Mortgaged Property; 3.02 subject ; any provision regarding the Landlord’s use of insurance proceeds or Landlord’s condemnation proceeds with respect to any offset, defense, claim or counterclaim the Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Lease or without LandlordDeeds of Trust; provided that ▇▇▇▇▇▇’s prior written consent; or 3.05 liable for any deposit that Tenant may have given failure to any previous landlord (including Landlord) which has notpromptly apply the proceeds of insurance to make repairs to the Property in accordance with the terms and conditions of the Lease, as suchrequired for ▇▇▇▇▇▇’s quiet use and enjoyment of the Property, been transferred shall not be permitted so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease which remains uncured following the delivery of any notice required pursuant to Lender,the Lease, if any and the expiration of the applicable cure period, if any.

Non-Disturbance. If Lender agrees that if Lender comes into possession of or acquires title to all or any proceedings are brought by Lender to part of the Leased Premises or the Lot (aas defined in the Lease) foreclose as a result of foreclosure or other enforcement of the Mortgage or (b) to succeed to the interest Assignment of Landlord by foreclosureLeases, deed in lieu thereof or otherwiseboth, Tenant and Lender agree that then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (including after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any options further action on the part of such lessor, the termination of the Lease or would entitle the lessor under the Lease to purchase or rights exercise any other remedy available to it on account of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in defaults under the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt the Assignment of Leases, or the acquisition of title to foreclose the Leased Premises, the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereofof any such action or proceeding (hereinafter called the "Purchaser") or Lender if Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, or otherwise. Notwithstanding except as expressly otherwise set forth herein, provided, however, that neither the foregoing, in no event Purchaser nor the Lender shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (including Landlordb) liable for the return of any security deposit which lessee under the Lease has paid under the Lease unless such security deposit is received by Lender; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter madewhich reduces the rent, reduces the area of the Leased Premises, shortens the term or materially impairs the rights of Mortgagee thereunder without obtaining Lender's prior written consent or acquiescence by (f) personally liable for any previous landlord (including Landlord) default under the Lease to or any assignment covenant or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted obligation on its part to be made performed thereunder as lessor, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and the rents, or other proceeds arising therefrom, including but not limited to insurance proceeds for policies required to be carried by Landlord under the terms Lease. In the event that Lender or Purchaser acquires title to or possession of all or any part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender or Purchaser may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or without Landlord’s prior written consent; or 3.05 liable for any deposit (ii) the Lender or Purchaser does not intend to perform the Construction Obligations. A notice delivered by the Lender or Purchaser pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender or Purchaser does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender or Purchaser, requesting that Lender or Purchaser deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender or Purchaser delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender or Purchaser shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender or Purchaser delivers an Opt-In Construction Notice as aforesaid, then Lender or Purchaser shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender or Purchaser timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender or Purchaser shall have given no obligation to perform the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of such election to Lender or Purchaser. If Tenant elects to terminate the Lease, the Lease shall be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender or Purchaser shall have any previous landlord further liabilities or obligations thereunder. If (including Landlorda) which has notLender sells, conveys, assigns, pledges or transfers its interest in the Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or transferee. Notwithstanding anything to the contrary contained in this Section, if Lender so transfers, assigns or conveys all right, title and interest of the Lender in and to the Security Deposit, if applicable, as suchaforesaid, been transferred to Lender,then Lender shall have no liability for the return of the Security Deposit.

Non-Disturbance. If Lender does hereby agree with Tenant that so long as Tenant is not in default under the Lease (beyond any proceedings are brought period expressly given Tenant under the Lease to cure any such default) in any manner which would entitle Landlord to terminate the Lease or would cause, without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, then: (i) Lender will take no action which will interfere with or disturb Tenant’s possession or use of the Premises or other rights under the Lease; and (ii) in the event Lender or its successor or assign (Lender and any such successor or assign is herein referred to as the “Successor Landlord”) becomes the owner of (or otherwise is in possession of) the Premises by Lender foreclosure (judicial or non-judicial), exercise of a power of sale or other enforcement right under the Mortgage, exercise of the rights of a mortgagee in possession pursuant to (a) foreclose the Mortgage or the Assignment pursuant to a receivership or otherwise, conveyance in lieu of foreclosure or other exercise of Lender’s remedies pursuant to the Mortgage, the Assignment or any other documents exercised in connection therewith (b) any or all of the foregoing hereinafter referred to succeed as a “Foreclosure”), neither the Lease nor any of Tenant’s rights pursuant to the Lease shall be extinguished by reason of such Successor Landlord acquiring the interest of Landlord or coming into the possession of, or acquiring title to, the Premises by foreclosurereason of such Foreclosure. In any Foreclosure, deed in lieu thereof or otherwise, Lender shall not join Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender party in any action or such foreclosure sale purchaser proceeding brought pursuant to the Mortgage in any manner which would alter, disturb or invalidate Tenant’s rights to possess and Tenant for use the unexpired balance (and any extensions or renewals provided for in Premises pursuant to the terms of the Lease, including, without limitation, any extensions or renewals pursuant to options contained in as the terms of the Lease and previouslyare amended by this Agreement. In the event of a Foreclosure, at that time or thereafter exercised by Tenant) the Successor Landlord shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease, Lease in accordance with the same force and effect provisions thereof, as if originally entered into with Lender; and Tenant’s possession the terms of the Lease are modified by this Agreement. Notwithstanding anything to the contrary hereinabove contained, (a) any interest of Tenant in an option or other right (including any right of first offer or right of first refusal) to purchase all or any part of the Premises and rights, options, privileges and remedies under contained in the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed is specifically subordinated to the interest rights of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Mortgage and such option or right shall not be binding upon Lender or any Successor Landlord, and (b) Lender does not intend by this Agreement to waive, negate or alter any covenant or agreement in the Lease, if any, which provides Landlord an option to cancel the Lease or without Landlord’s prior written consent; or 3.05 liable for independent of any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,default on the part of Tenant.

Non-Disturbance. If If, at any proceedings are brought by time, Lender to (a) foreclose the Mortgage or (b) to succeed to any person or entity or any of their successors or assigns who shall acquire the interest of Landlord by under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, deed an assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to the interests of Landlord under the Lease, so long as the Lease is then in lieu thereof or otherwisefull force and effect, Tenant complies with this Agreement and Lender agree that this Lease has not been terminated due to any default or event that, with the passage of time or giving of notice, or both, would constitute a default (collectively, a "Default") on the part of Tenant, the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the New Owner and Tenant for the unexpired balance (Tenant, upon and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant subject to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) all of the term terms, covenants and conditions of the Lease, with for the same force and effect as if originally entered into with Lender; and Tenant’s possession balance of the Premises term thereof. Tenant hereby agrees to attorn to and rights, options, privileges and remedies accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach omission of warranty of any previous a prior landlord (including Landlord) or obligations accruing arising prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership upon which the New Owner shall succeed to the interests of Landlord under the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;Lease; or 3.02 (b) subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or 3.03 (c) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (“Prepaid Rent”including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, Material amendment or Material modification of the Lease (Material defined below), made without the written consent of Lender, which consent shall not be unreasonably withheld and shall be deemed given if Lender fails to respond to in writing within fifteen (15) business days following Lender’s receipt of a written request for such consent; 3.04 bound (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (f) obligated to make any payment to Tenant except for the timely return of any security deposit actually received by such New Owner. For purposes of this Agreement, the term “Material” means any amendment or modification of the Lease hereafter made, which does any one or consent more of the following: (i) reduces the rent (whether base rent or acquiescence additional rent payable by Tenant); (ii) reduces the term of the Lease; or (iii) imposes any previous material financial or construction obligation on landlord (including LandlordLandlord or New Owner) under which is not set forth in the Lease to any assignment or sublease hereafter granted(including, without limitation, Landlord’s maintenance, repair and/or replacement obligations with respect to the written consent Property and the Premises). Nothing contained herein shall prevent Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Security Instrument to the extent necessary under applicable law in order for Lender to avail itself of Lenderand complete the foreclosure or other remedy, except for any assignment but such naming or sublease permitted to joinder shall not be made under the terms in derogation of the Lease rights of Tenant as set forth in this Agreement. If Lender joins Tenant in such action, Landlord, by executing this Agreement, agrees to indemnify, defend and hold Tenant harmless from and against any loss, cost or expense incurred or suffered by Tenant, including without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given limitation, reasonable attorneys’ fees and court costs, in being made a party to any previous landlord (including Landlord) or arising from such action, which has not, as such, been transferred to Lender,indemnity shall survive termination or expiration of this Agreement.

Non-Disturbance. If On and after the Effective Date, Lender shall not, in the exercise of any proceedings are brought right, remedy or privilege granted by the Deed of Trust or the Lease Assignment, or otherwise available to Lender to at law or in equity, disturb Tenant's possession under the Lease so long as: (a) foreclose Tenant is not in default under any provision of the Mortgage Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree The Lease at that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain time is in full force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Deed of Trust or the Lease Assignment; (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to Lender, or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a direct lease between party to any foreclosure or other proceeding instituted by Lender to enforce the terms of the Deed of Trust or such foreclosure the Lease Assignment; (ii) any sale purchaser and Tenant for or other transfer of the unexpired balance (and any extensions Demised Premises or renewals provided for of the Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in full force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under Deed of Trust or the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If So long as Tenant complies with this Agreement and is not in default under any proceedings are brought by Lender to (a) foreclose of the Mortgage terms, covenants, or (b) to succeed to the interest conditions of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including beyond any options to purchase or rights of first refusal upon purchase contained therein) applicable cure period, the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the succeeding owner of the Premises and Tenant for Tenant, upon and subject to all of the unexpired balance (terms, covenants and any extensions or renewals provided for in conditions of the Lease, includingincluding renewal options, without limitation, any extensions or renewals pursuant to options contained in for the Lease and previously, at that time or thereafter exercised by Tenant) balance of the term of the Lease, with including any renewal terms. Tenant hereby agrees to adhere to, attorn to and accept any such successor owner as landlord under the same force Lease, and effect as if originally entered into with Lenderto be bound by and perform all of the obligations imposed by the Lease, and Beneficiary, or any such successor owner of the Premises, will not disturb the possession of Tenant, and will be bound by all of the obligations imposed on the Landlord by the Lease; and Tenant’s possession provided, however, that Beneficiary, or any purchaser at a trustee's or sheriff's sale or any successor owner of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (i) liable for any act, omission, default, misrepresentation act or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is omission of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous prior landlord (including Landlord);; or 3.03 (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (iii) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one month or other prepaid charge which Tenant might have paid to any prior landlord (1including Landlord) month in advance unless such security deposit or other deposit has been physically and unconditionally delivered to Beneficiary; or (“Prepaid Rent”); 3.04 iv) bound by any amendment agreement or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consentBeneficiary; or 3.05 (v) bound or liable for under any deposit that Tenant may have given to any previous provision in the Lease whereby the landlord (including the Landlord) which has not, as such, been transferred to Lender,assumed the obligations of Tenant under leases previously executed by Tenant covering space in other buildings.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) foreclose liable for any act or omission of any prior landlord (including the Mortgage Landlord); or (b) to succeed liable for or incur any obligation with respect to the interest construction of Landlord by foreclosure, deed in lieu thereof the Property or otherwise, Tenant and Lender agree that any improvements of the Lease (including any options to purchase Leased Premises or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the LeaseProperty, including, without limitation, the payment of any extensions or renewals construction allowance pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage (c) subject to any offsets or by defenses which Tenant might have against any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous prior landlord (including the Landlord); or (d) bound by any rent or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim additional rent which Tenant might be entitled have paid for more than the then current rental period to assert against any previous prior landlord (including the Landlord); 3.03 bound by any prepayment of rent, additional rent ; or other payments made by Tenant to any previous landlord (including Landlorde) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter madeLease, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without LandlordAgent’s prior written consent; or 3.05 (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant may have given Tenant’s sole remedy in the event of such default shall be to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,proceed against Purchaser’s or Agent’s interest in the Property.

Non-Disturbance. If any proceedings are brought With respect to Encumbrances entered into by Lender to (a) foreclose Landlord after the Mortgage or (b) to succeed to the interest execution of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the this Lease, includingLandlord shall use reasonable, without limitation, any extensions or renewals pursuant good faith efforts to options contained in receive a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lease and previously, at Mortgagee which Non-Disturbance Agreement provides that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises Premises, and rightsthis Lease, optionsincluding any options to extend the term hereof, privileges will not be disturbed so long as Tenant is not in default hereof and remedies attorns to the record owner of the Premises. Tenant acknowledges that the Non-Disturbance Agreement may contain the limitations on liability of the succeeding owner set forth in Section 20.2 above, and will be in the form that the Mortgagee typically provides tenants such as Tenant, taking into account the terms of this Lease, the creditworthiness of Tenant and such criteria as its Mortgagee customarily applies. Such Non-Disturbance Agreement may provide, among other things, that (i) such Mortgagee shall be entitled to receive notice of any Landlord default under the this Lease plus a reasonable opportunity to cure such default; (ii) such Mortgagee shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or bound by any modification or amendment to this Lease, or any cancellation or surrender of this Lease, without such attempt Mortgagee’s consent, (iii) such Mortgagee shall not be bound by any obligation under this Lease or the Construction Rider (if any) to foreclose perform or to succeed pay for any improvements to the interest of Landlord by foreclosure, deed in lieu thereof, Premises; and (iv) such Mortgagee or otherwise. Notwithstanding the foregoing, in no event any successor landlord shall Lender be: 3.01 not: (a) be liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous prior landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership events occurring prior to acquisition of the Mortgaged Property; 3.02 ownership; (b) be subject to any offset, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous landlord prior landlord; (including Landlord); 3.03 c) be bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter mademonth’s rent, or consent or acquiescence by (d) be liable for the return of any previous landlord (including Landlord) under the Lease security deposit paid to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted prior landlord. Landlord shall have no obligation to be made under negotiate the terms of the Lease Non-Disturbance Agreement on Tenant’s behalf, or without Landlord’s prior written consent; or 3.05 liable for to incur any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,legal fees or other out-of-pocket expenses in obtaining the Non-Disturbance Agreement.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Notwithstanding anything to the interest contrary in this Lease, if an Encumbrance, other than any CC&R’s, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R’s, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by foreclosure, deed in lieu thereof or otherwisesuch Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord’s delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and Lender agree subordinate to such Encumbrance, other than CC&R’s. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California (“COMERICA SIDE LETTER”) confirming that the Lease (including any options to purchase or rights existence of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options “automatic subordination” language contained in PARAGRAPH 27.A above shall not (without the Lease and previously, at occurrence of some other act or event that time or thereafter exercised constitutes a default by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies Tenant under the Lease or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Landlord and Tenant, nor shall such language or any subordination of Tenant’s leasehold interest in accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as set forth in the SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the required SNDA(s) and Comerica Side Letter within the 15-day period, then, as Tenant’s sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not be diminishedexercise such termination right within such 5-business day period, interfered with then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only remedies with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given failure to any previous landlord (including Landlorddeliver such SNDA(s) which has not, as such, been transferred to Lender,and/or Comerica Side Letter.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Subject to the interest rights of Landlord AESOP Leasing and the Trustee under the AESOP I Operating Lease and the Related Documents and so long as each Sublessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Vehicles subleased by foreclosuresuch Sublessee hereunder will not be disturbed by the Sublessor during the Term, deed in lieu thereof or otherwisesubject, Tenant however, to the following sentence and Lender agree SECTIONS 2.8 AND 18 hereof and except that the Lease (including any options Sublessor, AESOP Leasing and the Trustee each retains the right, but not the duty, to purchase or inspect such Vehicles without disturbing the ordinary conduct of such Sublessee's business. Each Sublessee acknowledges that such Sublessee's quiet enjoyment, possession and use of each and every Vehicle subleased hereunder is subject to the Sublessor's right to quiet enjoyment, possession and use of such Vehicles, which right is further subject to the terms and conditions of the AESOP I Operating Lease. Each Sublessee agrees that its rights under this Agreement to quiet enjoyment, possession and use of the Vehicles subleased by such Sublessee will be terminated upon the termination of the Sublessor's rights of first refusal upon purchase contained therein) shall in accordance with all its termsquiet enjoyment, conditions possession and covenants remain in full force and effect as a direct lease between Lender use of such Vehicle or such foreclosure sale purchaser and Tenant Vehicles under the AESOP I Operating Lease. If the sublease of any Vehicle subleased hereunder is terminated for the unexpired balance any reason (and any extensions or renewals provided for in the Lease, including, without limitationbut not limited, any extensions or renewals pursuant to options contained in Section 3.1 hereof), then the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only Sublessee with respect to such matters accruing from Vehicle shall deliver such Vehicle to, or at the direction of, the Trustee or, so long as no AESOP I Operating Lease Event of Default has occurred and after is continuing, at the date Lender acquires ownership direction of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification Sublessor. Upon the request of the Lease hereafter madeSublessor, AESOP Leasing or consent the Trustee from time to time, each Sublessee will make reasonable efforts to confirm to the Sublessor, AESOP Leasing and the Trustee the location, mileage and condition of each Vehicle subleased by such Sublessee hereunder and to make available for the Sublessor's AESOP Leasing's or acquiescence the Trustee's inspection within a reasonable time period, not to exceed 45 days, such Vehicles at the location where such Vehicles are normally domiciled. Further, each Sublessee will, during normal business hours and with a notice of 3 Business Days, make its records pertaining to the Vehicles subleased by any previous landlord (including Landlord) under such Sublessee hereunder available to the Lease to any assignment Sublessor, AESOP Leasing or sublease hereafter granted, without the written consent of Lender, except Trustee for any assignment or sublease permitted to be made under inspection at the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,location where such Sublessee's records are normally domiciled.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose Upon receiving Landlord’s notice of Tenant’s default or notice of termination, the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the Beneficiary may cure Tenant’s failure to pay Net Rent, Additional Payments, or any other sum due to Landlord under this Lease within thirty (30) days from the date the Lender or the Beneficiary receives the notice. The Lender or the Beneficiary may cure any other Tenant default within sixty (60) days from the date the Lender or the Beneficiary receives the notice. If the default cannot objectively be cured within this 60-day period, and if the Lender or the Beneficiary proceeds diligently and in good faith to cure the default, then the Lender or the Beneficiary will be entitled to reasonable additional time to cure. No provision of this Article may be construed to impose upon the Lender or the Beneficiary the duty to perform any Tenant for the unexpired balance (and obligation under this Lease or to remedy any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised default by Tenant) . Landlord shall accept the Lender’s or the Beneficiary’s performance of the term of the Leaseany Tenant covenant, condition, or agreement under this Lease with the same force and effect as though performed by Tenant, and when accepted, the Lease will remain in full force and effect between Landlord and Lender or Beneficiary. A. If a Tenant default on this Lease cannot be cured, the Lender or the Beneficiary may direct the trustee to exercise the power of sale under the leasehold deed of trust as provided by law. Before exercising the power of sale, the trustee may, but is not required to, first offer to Landlord the right to purchase all right, title, and interest in the leasehold encumbered under the deed of trust directly from the trustee and without public sale for the then outstanding balance due on the note or notes secured by the deed of trust, plus trustee's fees and costs of sale. The trustee's offer to Landlord, if originally entered into with Lender; and Tenant’s possession any, must be made no later than ten (10) days following the recording of the Premises trustee’s notice of default, and rightsLandlord may exercise the option to purchase within 60 days following the recording. Any foreclosure of the deed of trust will not affect Landlord’s right, optionstitle, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose interest in or to succeed the Premises, the Phase 2 Parcel, or this Lease. B. If Landlord is not offered the right to purchase or does not purchase the Lender’s or the Beneficiary’s interest, the Lender or Beneficiary may: 1. Pursuant to the leasehold deed of trust and as provided by law, cause Tenant's interest of Landlord in this Lease to be transferred at foreclosure sale, to be judicially foreclosed, or to be conveyed by foreclosure, deed in lieu thereofof foreclosure; or 2. Upon Landlord’s prior approval, which approval may not be unreasonably withheld, cause Tenant's interest in this Lease to be transferred or assigned to a federal- or state-chartered bank, savings-and-loan association, or otherwiseinsurance company. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation But Landlord’s prior approval is not required to assign or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under transfer the Lease to a financial institution acting as a bond trustee if the institution possesses at least $500,000,000 in assets and if the institution is regulated, supervised and controlled by an agency or department of the United States or an agency or department of the state of Arizona having jurisdiction over banks, savings-and-loan associations, or other similar financial institutions (“Bond Trustee”). C. Except as otherwise provided in this Lease, from the date on which Landlord receives notice of a leasehold deed of trust, Landlord may not amend this Lease in any assignment material respect or sublease hereafter granted, accept a surrender of Tenant’s leasehold interest in this Lease without the prior written consent of Lenderthe Lender or the Beneficiary, which consent may not be unreasonably withheld, conditioned, or delayed. D. If the Lender or Beneficiary forecloses a leasehold deed of trust or similar security, or if Tenant executes and delivers a deed in lieu of foreclosure, then Landlord may deem the purchaser at the foreclosure sale or the grantee under the deed in lieu of foreclosure as an assignee of this Lease, and Landlord may permit the purchaser or grantee to assume Tenant’s duties and obligations under this Lease as Tenant’s successor from the date Landlord approves the purchaser or grantee, except for any assignment that Landlord’s approval is not required if the purchaser or sublease permitted to be made under the terms grantee is a Bond Trustee. Landlord may not unreasonably withhold, condition, or delay approval of the Lease purchaser or without grantee as assignee of the Lease. The foreclosure will not affect Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given rights, title, or interest in or to any previous landlord (including Landlord) which has notthe Premises, as suchthe Phase 2 Parcel, been transferred to Lender,or this Lease.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession of the Leased Premises under the Lease so long as: (a) Tenant is not in default under any provision of the Lease or this Agreement beyond any applicable notice and/or cure periods at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Premises or such foreclosure sale purchaser and Tenant for of the unexpired balance (and any extensions or renewals provided for Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession of the Leased Premises under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If any proceedings are brought action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, neither Tenant nor any senior secured lender, subordinate senior lender, purchase money equipment lender or equipment lessor of Tenant that is a party with Landlord to (a) foreclose the Mortgage any consent, waiver or (b) agreement pursuant to succeed to the interest Section 32 of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including hereinafter "Tenant's Lender") shall be named as a party to such action or proceeding unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb or interfere with Tenant's possession or use of the premises demised thereunder or any options to purchase of Tenant's other rights under the Lease or any rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Tenant's Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals Tenant's current senior secured lenders pursuant to options contained the terms of that certain Landlord's Waiver and Agreement the "(Landlord's Waiver and Agreement") dated as of the date of the Lease among Tenant, Landlord and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., as agent for Tenant's current senior secured lenders), except as specifically set forth elsewhere in this Agreement, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease and previouslyany rights of any Tenant's Lenders (including, without limitation Tenant's current senior secured lenders under the Landlord's Waiver and Agreement), provided that at that the time or thereafter exercised by Tenant) of the term commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights, an Event of Default, as defined in the Lease, with by Tenant shall not have occurred and be continuing and Landlord shall not have terminated the same force and effect as if originally entered into with Lease. The immediately preceding sentence shall in no way be deemed a waiver of Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies 's rights to enforce any remedy against Tenant under the Lease shall not be diminishedLease, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt as Landlord, pursuant to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease in the event that Lender becomes the owner of the Property by reason of the foreclosure of the Security Instrument or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,the acceptance of a deed or assignment in lieu of foreclosure or otherwise.

Non-Disturbance. If Lender agrees that if Lender comes into possession of or acquires title to all or any proceedings are brought by Lender to part of the Leased Premises or the Lot (aas defined in the Lease) foreclose as a result of foreclosure or other enforcement of the Mortgage or (b) to succeed to the interest Assignment of Landlord by foreclosureLeases, deed in lieu thereof or otherwiseboth, Tenant and Lender agree that then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its termsafter notice, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in if any, required by the Lease, including) as would entitle the Landlord under the Lease to terminate the Lease or would cause, without limitationany further action on the part of such Landlord, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term termination of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt the Assignment of Leases, or the acquisition of title to foreclose the Leased Premises, the person or to succeed to entity acquiring the interest of the Landlord by foreclosure, under the Lease as a result of any such action or 106 proceeding or deed in lieu thereofof any such action or proceeding (hereinafter called the "Purchaser") or Lender if Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, or otherwise. Notwithstanding except as expressly otherwise set forth herein, provided, however, that neither the foregoing, in no event Purchaser nor the Lender shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease provided that nothing herein shall (including Landlordi) relieve such Purchaser or obligations accruing prior to Lender’s actual ownership Lender from curing any continuing non-monetary defaults of Landlord after receipt of requisite notices from Tenant, all in accordance with the Mortgaged Property; however, if any act, omission, misrepresentation, Lease or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after (ii) impair the date Lender acquires ownership of the Mortgaged Property, but only Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any security deposit which Tenant under the Lease has paid under the Lease unless such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 security deposit is received by Lender; or (c) subject to any offsets, abatements or defenses which the Tenant under the Lease might have against any prior lessor under the Lease unless Lender has received prior written notice of the offset, defense, claim abatement or counterclaim which Tenant might be entitled defense and opportunity to assert against any previous landlord cure the same in accordance with Paragraph 9 below; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional rent or any other payments made by which the Tenant to any previous landlord (including Landlord) under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or consent delay its consent); or acquiescence (f) bound by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, of the Tenant's interest in the Lease made without the obtaining Lender's prior written consent of Lender(such consent not to be unreasonably withheld or delayed), except where the consent of the Landlord is not required pursuant to the provisions of Section 6.1.6 of the Lease; or (g) personally liable for any assignment or sublease permitted to be made default under the terms of the Lease or without any covenant or obligation on its part to be performed thereunder as Landlord’s prior written consent; or 3.05 liable for any deposit , it being acknowledged that Tenant may have given Tenant's sole remedy in the event of such default shall be to any previous landlord (including Landlord) which has notproceed against Purchaser's or Lender's interest in the Property and the rents, as such, been transferred to Lender,or other proceeds arising therefrom.

Non-Disturbance. If any proceedings are brought by Lender to (a) The subordination of this Lease to any ground lease, overriding lease, underlying lease or Mortgage referred to in Section 24.01 is expressly conditioned on the lessor or holder thereof expressly agreeing to execute and deliver a subordination, nondisturbance and attornment agreement with Tenant substantially in the form annexed hereto as Exhibit G and made a part hereof, but in no event shall such agreement impose any greater burden or obligations on Tenant or reduce any rights of Tenant beyond those set forth in Exhibit G (such agreement, an "SNDA"), to the effect that (i) Tenant will not be named or joined in any proceeding (or trustee's sale) to terminate such lease or reenter the premises thereof, or to enforce or foreclose the Mortgage unless such be required by law, provided that such proceeding shall not derogate the rights of Tenant under this Lease or the use and occupancy by Tenant (bor its permitted assignees and subtenants) to succeed of the Premises, (ii) enforcement of any such lease or Mortgage shall not terminate this Lease or disturb Tenant in the possession or use of the Premises, (iii) any party succeeding to the interest of Landlord as a result of the termination of such lease or the lessor's reentry onto the premises thereof, or of the enforcement or foreclosure of the Mortgage shall be bound to Tenant, and Tenant shall be bound to such party, under all of the terms, covenants and conditions of this Lease, for the balance of the term of this Lease, including the Renewal Term (except as expressly set forth in Subsection 24.02(c) below), (iv) Tenant acknowledges the subordination referred to in Section 24.01, if requested by foreclosureLandlord's Mortgagee or superior lessor, deed (v) insurance proceeds and Awards shall be first applied as provided in lieu thereof this Lease, and (vi) the Mortgage shall be subject and subordinate to the Easements Agreement. (b) If any act or otherwiseomission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, Tenant shall not exercise such right (i) until Tenant shall have given notice of such act or omission to Landlord and Lender agree to each Landlord's Mortgagee and each superior lessor who has entered into an SNDA with Tenant, and whose then current name and address shall previously have been furnished to Tenant, (ii) with respect to a notice of cancellation or termination, until the period which is five (5) business days (in the case of monetary defaults) or thirty (30) days (in the case of non-monetary defaults) beyond the date to which Landlord would be entitled under this Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of such notice, provided that (x) such Landlord's Mortgagee or superior lessor shall with due diligence give Tenant notice of intention to, and promptly commence and with due diligence continue to, remedy such act or omission, and (y) such remedy shall be within five (5) business days (in case of monetary defaults) or thirty (30) days (in case of non-monetary defaults) after expiration of any time period available to Landlord (and subject to the same obligations applicable to Landlord) under the terms of this Lease or by law to effect a cure thereof, and (including iii) with respect to a notice of abatement or offset or notice of partial or total eviction, until the period to which Landlord would be entitled under this Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of such notice, provided that (x) such Landlord's Mortgagee or superior lessor shall with due diligence give Tenant notice of intention to, and promptly commence and with due diligence continue to, remedy such act or omission, and (y) such remedy shall be within the same time period available to Landlord (and subject to the same obligations applicable to Landlord) under the terms of this Lease to effect a cure thereof. Nothing contained in this Subsection 24.02(b) shall be deemed to permit or require the further extension of the cure periods beyond the applicable cure periods provided herein, including, without limitation, in the event (i) of force majeure, (ii) such Landlord's Mortgagee or superior lessor shall have commenced to cure a default within the applicable time period but shall not have prosecuted the same to completion within said time period, and/or (iii) possession of the Premises or the mortgaged property is required in order for such Landlord's Mortgagee or superior lessor to cure such default, or such default is not susceptible of being cured by such Landlord's Mortgagee or superior lessor. The aforesaid notice to Landlord's Mortgagees and superior lessors may be given by Tenant to any options such Landlord's Mortgagee or lessor simultaneously with the giving of such notice to purchase Landlord, or at any time thereafter. (c) Supplementing the provisions of Subsection 24.02(a) above, if any superior lessor or Landlord's Mortgagee who has entered into an SNDA with Tenant, or any designee of any such lessor or Landlord's Mortgagee, shall succeed to the rights of first refusal upon purchase contained thereinLandlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then such party so succeeding to Landlord's rights (herein called "Successor Landlord") and Tenant shall in accordance with all its termsenter into a written agreement whereby such Successor Landlord agrees to accept Tenant's attornment and Tenant agrees to attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease. Upon such attornment, conditions and covenants remain this Lease shall continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the Successor Landlord and Tenant for upon all of the unexpired balance (terms, conditions and any extensions or renewals provided for covenants as are set forth in this Lease as if the Successor Landlord were the original landlord under this Lease, including, without limitation, any extensions or renewals pursuant to options contained in except that the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease Successor Landlord shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or (i) bound by any such attempt to foreclose or to succeed to the interest payments of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim rent which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments have made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance to Landlord (“Prepaid Rent”or Landlord's predecessors in interest); 3.04 , (ii) liable to pay damages to Tenant for any breach, act, or omission or negligence of any prior Landlord (including the then defaulting Landlord), but shall nonetheless remain subject to any and all abatements, deductions, offsets, claims, counterclaims and/or defenses which shall have accrued to Tenant against any prior landlord (including the then defaulting Landlord) prior to the date that Successor Landlord shall have succeeded to the rights of Landlord under this Lease, but in any case, provided, however, such non-liability for damages shall neither diminish Successor Landlord's liability for continuing obligations of Landlord nor diminish Tenant's rights under this Lease with respect to the continuing failure of Successor Landlord to perform the Landlord's obligations under this Lease after the date that Successor Landlord succeeds to the interest of Landlord under this Lease; or (iii) bound by any agreement amending this Lease made without the Successor Landlord's consent (but only to the extent that such amendment shall increase Successor Landlord's obligations or modification of the Lease hereafter madedecrease Tenant's obligations under this Lease). (d) If requested to do so by a first Landlord's Mortgagee who shall have entered, or consent then be entering, into an SNDA with Tenant, Tenant shall agree to make reasonable changes to this Lease, provided that such changes (individually or acquiescence by any previous landlord collectively) shall not (including Landlordi) under increase or decrease the Lease to any assignment or sublease hereafter granted, without the written consent term of Lender, except for any assignment or sublease permitted to be made under the terms of the this Lease or without increase the rental, or (ii) increase any of Landlord’s prior written consent; or 3.05 liable for 's rights under this Lease, or (iii) increase (except to a de minimis extent) any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,of Tenant's obligations under this Lease.

Non-Disturbance. If Lender agrees that so long as conditions do not exist entitling Lessor to declare the Lease and any proceedings are brought amendments (including the Lease Amendment) terminated, Lessee's possession and enjoyment of the Premises shall not be interfered with by Lender to (a) foreclose in a foreclosure action, sale, or other action or proceeding instituted under or in connection with the Mortgage or (b) to succeed Deed of Trust. In the event of foreclosure of the Deed of Trust, whether by action pursuant to the interest power of Landlord by foreclosuresale therein contained or otherwise, or delivery of a deed to the Property or any portion thereof in lieu of foreclosure of the Deed of Trust, whereby the purchaser upon foreclosure of the Deed of Trust or the grantee under a deed in lieu thereof or otherwiseof foreclosure of the Deed of Trust has notified Lessee that it has succeeded to the ownership of all interest in the Property and the rights of Lessor under the Lease, Tenant and Lender agree that then the Lease and any amendments (including any options to purchase or rights of first refusal upon purchase contained thereinthe Lease Amendment) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender such purchaser or such foreclosure sale purchaser grantee of the Property and Tenant for Lessee, upon and subject to the unexpired balance (terms, covenants, and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in conditions of the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under any amendments (including the Lease shall not be diminishedAmendment), interfered including the power of such purchaser or grantee as landlord thereunder to terminate the interests of Lessee under and in accordance with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for and any deposit that Tenant may have given to any previous landlord amendments (including Landlord) which has not, as such, been transferred to Lender,the Lease Amendment). Such purchaser or grantee will not disturb the possession of Lessee and will be bound by all of Lessor's obligations under the Lease and any amendments (including the Lease Amendment).

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or in case Lender by such foreclosure takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, unless the lessor under the Mortgage Lease would have had such right if the Security Deed or by any such attempt to foreclose the Assignment of Leases had not been made, except that neither the person or to succeed to entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (hereinafter called the foregoing, in no event "Purchaser") nor Lender if Lender takes possession of the Property shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership lessor under the Lease, except in the case of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is defaults of a continuing nature, nature as to which the Lender becomes responsible has been given written notice; or (b) liable for such matter on and after the date Lender acquires ownership return of any security deposit which lessee under the Mortgaged Property, but only with respect Lease has paid to such matters accruing from and after any prior lessor under the date Lender acquires ownership of the Mortgaged Property; 3.02 Lease; or (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent; or consent or acquiescence (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the lessee's interest in the Lease or made without Landlord’s also obtaining Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant's sole remedy in the event of such default shall be -to proceed against Purchaser's or Lender's interest in the Property, provided, however, in no event shall Purchaser's or Lender's rights and interests under the Security Deed be deemed an interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord's construction covenants under the Lease, provided that if Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Lender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to third parties other than Lender,.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose In the event of foreclosure of the Mortgage or (b) to succeed conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) expiration of the term of the Lease, with including any extensions and renewals of such term now provided thereunder, and so long as Tenant is not in default under any of the same force terms, covenants and effect conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to herein as if originally entered into with Lender; an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder and such event of foreclosure or conveyance in lieu of foreclosure shall not result in the termination of the Lease or disturb the Tenant’s possession possession, quiet enjoyment or use of the Premises Demised Premises, or diminish any of the rights of Tenant under the Lease, or increase any of Tenant’s obligations under the Lease, and rights, options, privileges the sale of the Property in any such action or proceeding and remedies the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be diminished, interfered with binding on Mortgagee or disturbed by Lender by such foreclosure under the Mortgage Acquiring Party: any option to purchase or by any such attempt right of first refusal to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only purchase with respect to such matters accruing from the Property, and after any provision regarding the date Lender acquires ownership use of insurance proceeds or condemnation proceeds with respect to the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Mortgage.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose In the event of foreclosure of the Mortgage or (b) to succeed conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) expiration of the term of the Lease, with including any extensions and renewals of such term, and so long as Tenant is not in default under any of the same force terms, covenants and effect conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to herein as if originally entered into with Lender; and an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession possession, quiet enjoyment or use of the Demised Premises or Tenant’s rights under the Lease, and rights, options, privileges the sale of the Property in any such action or proceeding and remedies the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be diminished, interfered with binding on Mortgagee or disturbed by Lender by such foreclosure under the Mortgage Acquiring Party: any option to purchase or by any such attempt right of first refusal to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only purchase with respect to such matters accruing from the Property, and after any provision regarding the date Lender acquires ownership use of insurance proceeds or condemnation proceeds with respect to the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Lease or without LandlordMortgage; provided, however, if the Premises and Building are not restored following such casualty, Acquiring Party will be bound by T▇▇▇▇▇’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,termination rights set forth in the Lease.

Non-Disturbance. If Landlord agrees to use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement from any proceedings are brought future groundlessor, mortgagee or deed of trust holder for the Buildings in a form to be negotiated between Landlord, Tenant and the applicable mortgagee or deed of trust holder, approval of which by Lender Tenant and Landlord shall not be unreasonably withheld, conditioned or delayed ("SNDA"), providing, inter alia, that as long as Tenant is not in Default hereunder, Tenant's right of possession and other leasehold rights shall not be disturbed in the event of a foreclosure of such groundlease, mortgage or deed of trust which Tenant agrees to execute and deliver to such groundlessor, mortgagee or deed of trust holder; and upon obtaining same, Tenant agrees to promptly execute and deliver such SNDA to Landlord. In the event any future groundlessor or lienholder does not provide such an SNDA for Tenant, provided that Tenant has attempted in good faith to negotiate an acceptable form of SNDA with the applicable mortgagee or deed of trust holder, Tenant shall have no obligation to subordinate its leasehold interest to such groundlease or lien instrument. In addition, within thirty (30) days of the date hereof (i) Landlord shall obtain an SNDA which is consistent with the provisions of this Section 25.2 from Landlord's present lenders, and if Landlord obtains same, Tenant shall promptly execute and deliver such SNDA to Landlord, and (ii) Landlord shall obtain the agreement of those parties (the "Optionees") which have been granted an option to purchase the Project pursuant to that certain Option Agreement, a Memorandum of which is recorded among the land records of Fairfax County, Virginia in Deed Book 9730, page 947, and from those parties identified as the beneficiaries (collectively, "Beneficiary") under that certain Deed of Trust recorded among the Land Records of Fairfax County, Virginia in Deed Book 9730, page 953, to recognize this Lease and the rights of Tenant hereunder, and acknowledging that title to the Project, if conveyed to the Optionees or their designee or Beneficiary pursuant to such option or deed of trust, shall be conveyed subject to this Lease and the rights of Tenant hereunder. In addition to the foregoing, (a) foreclose the Mortgage SNDA to be provided by Optionee and Beneficiary shall require Optionee or (b) Beneficiary, as applicable, to succeed to assume the interest obligations of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Leasehereunder, including, without limitation, any extensions or renewals pursuant those arising prior to options contained the date it takes title to the Project, and (b) the SNDA to be obtained from Optionee and Beneficiary shall recognize the specific offset rights of Tenant as set forth in the Lease and previously, at that time or thereafter exercised by TenantSection C.2.(c) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Exhibit C attached hereto.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event has occurred which has continued to exist for such period of time (after notice, if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by other action or proceeding in the nature of foreclosure instituted under or in connection with the Security Deed or in the event that Lender by such foreclosure takes possession of the Property pursuant to any provis▇▇▇▇ ▇f the Security Deed or the Assignment of Leases, unless the lessor under the Mortgage Lease would have had such right if the Security Deed or by the Assignment of Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such attempt action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender if Lender takes possession of the Property shall be (a) liable fo▇ ▇▇▇ act or omission of any prior lessor under the Lease other than defaults of a continuing nature that (i) exist as of the date Purchaser or Lender takes possession or becomes owner of the Property for which notice to foreclose Lender has been duly given by either Landlord or Tenant and (ii) constitute a breach of Landlord's obligations under Sections 2.1, Article 5 and Article 10, for which Lender's or Purchaser's liability shall be limited to succeed to the period of time after Lender or Purchaser acquire the interest of Landlord under the Lease or Lender takes possession of the Property, and shall be limited _ as is otherwise provided herein; or (b) liable for the return of any security deposit or letter of credit which lessee under the Lease has paid or delivered to any prior lessor under the Lease unless such is held by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoingLender and, in no event shall Lender be: 3.01 liable for any actaddition, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of in the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is case of a continuing natureletter of credit, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 has been issued in Lender's name; or (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one the current month to Landlord or any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms material term of the Lease or made without Landlord’s Lender's prior written consent; or 3.05 or (f) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that (i) Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and (ii) Lender's liability under ▇▇▇ Lease shall be limited to Lender's interest in the Property and in no event shall Lender ▇▇ ▇▇able for indirect or consequential damages. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord's construction covenants under the Lease, provided that if Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Lender, then Tenant shall have the right to terminate its obli▇▇▇▇▇▇s under the Lease and to pursue any and all legal remedies it may have given to against Landlord and any previous landlord (including Landlord) which has not, as such, been transferred to third parties other than Lender,.

Non-Disturbance. If 3.1 So long as Tenant is not in default under any proceedings are brought of the terms, covenants or conditions of the Lease beyond any period provided to Tenant to cure such default by the terms of the Lease, Tenant’s rights under the Lease and possession of the Premises shall not be affected or disturbed by Lender in the exercise of any of its rights or remedies under the Loan Documents nor shall Tenant be named as a party defendant in any suit filed by Lender except that, to (a) foreclose the extent required by under applicable law to give force and effect to any such proceedings, Tenant may be joined therein. 3.2 Upon foreclosure of the Mortgage or the exercise of any other remedy available to Lender under the Loan Documents or applicable law pursuant to which Lender or any Foreclosure Purchaser (bdefined below) to succeed acquires title to the interest of Landlord by foreclosurePremises, deed in lieu thereof or otherwiseany part thereof, Tenant and Lender agree that the Lease (including any all renewals and other options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions not be terminated and covenants remain shall continue in full force and effect as a direct lease between though the Landlord’s default giving rise to such action had not occurred. 3.2.1 The Lender or such foreclosure sale purchaser or, as applicable, the Foreclosure Purchaser, shall recognize all of the rights and interest of Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in under the Lease and previously, at that time or thereafter exercised by Tenant) shall perform all of the term duties and responsibilities of the Lease, Landlord under the Lease with the same force and effect and with the same priority in right as if originally entered into with Lender; the Lease were directly made between Lender or, as applicable, the Foreclosure Purchaser and Tenant’s possession Tenant so long as Tenant is not in default thereunder beyond any applicable cure period available to Tenant under the terms of the Premises and rightsLease; provided, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by however; that neither Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender benor Foreclosure Purchaser shall: 3.01 3.2.1.1 be liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous prior landlord (including Landlord) unless such act or obligations accruing omission is continuing in nature and the same was described in a notice provided to Lender pursuant to Section 4.3 hereof; 3.2.1.2 be subject to any offsets or defenses which Tenant might have against any prior landlord; 3.2.1.3 be bound by nor be required to Lender’s actual ownership of the Mortgaged Property; however, if give Tenant any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only credit with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim rent or counterclaim additional rent which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) have paid for more than one (1) the current month in advance (“Prepaid Rent”);to any prior landlord; or 3.04 3.2.1.4 be bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the prior written consent of Lender. Lender agrees that (1) no amendment to the Lease that documents the exercise by Tenant of any extension option set forth in the Lease as of the date hereof shall require Lender’s consent, and that each such amendment shall be binding upon Lender and, as applicable, the Foreclosure Purchaser, and (2) Lender’s consent to any amendment that does not modify the rent (except as set forth in clause (1) of this sentence), extend or shorten the term of the Lease, or materially reduce the obligations of Tenant thereunder shall not be unreasonably withheld, conditioned or delayed. Lender agrees to review and respond to any request for consent to an amendment within fifteen (15) business days; and 3.2.1.5 The foregoing provisions shall be self-operative and effective without the execution of any assignment further instruments on the part of any party hereto. However, Tenant agrees to execute and deliver to Lender or sublease to any person to whom Tenant herein agrees to attorn such other instruments as either shall request in order to effectuate said provisions. 3.2.2 Upon foreclosure under the Loan Documents, Tenant shall attorn to and recognize the then owner of the Premises to the same extent and with the same force and effect as if such owner were the Landlord under the Lease and shall be bound by and perform all of the obligations imposed upon Tenant under the Lease. Tenant’s attornment hereunder shall be effective and self-operative without the execution of any other instruments on the part of any party and shall be effective concurrently with such owner’s acquisition of title to the Premises. In such event, Lender or, as applicable, the Foreclosure Purchaser, shall be responsible for all Landlord obligations arising from and after the date of attornment. 3.3 So long as the Mortgage remains outstanding and unsatisfied, Tenant will mail or deliver to Lender at its address and in the manner hereinbelow provided, a copy of all notices of default permitted or required to be given to the Landlord by Tenant pursuant to the Lease. Lender may, but shall have no obligation to, cure any default of Landlord by the last to occur of: 3.3.1 any time before the rights of the Landlord shall have been forfeited or adversely affected because of any default of the Landlord; 3.3.2 within the time permitted to be made Landlord for curing any default under the terms of the Lease or without Landlord’s prior written consentas therein provided; or 3.05 liable for any deposit 3.3.3 within fifteen (15) days after its receipt of a notice specifying the default with respect to defaults that Tenant may have given can be cured by the payment of money, and within thirty (30) days after its receipt of such notice with respect to any previous landlord other default unless such default cannot reasonably be cured in thirty (including Landlord30) days in which has notevent, as such, been transferred Lender shall have thirty (30) days within which to Lender,commence action necessary to effect such cure and shall thereafter diligently prosecute such curative action to completion without interruption.

Non-Disturbance. If any proceedings are brought by Lender to So long as no Event of Default (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for defined in the Lease) exists, includingnor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without limitationany further action on the part of such lessor, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess Tenant, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by Lender by such other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or by in the event that Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Leases, unless the lessor under the Lease would have had such attempt to foreclose right if the Mortgage or to succeed to the Assignment of Leases had not been made, except that neither the person or entity acquiring the interest of Landlord by foreclosure, the lessor under the Lease as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (hereinafter called the foregoing, in no event “Purchaser”) nor Lender if Lender takes possession of the Property shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) liable for the return of any security deposit which Tenant has paid to any prior lessor under the Lease; or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (c) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional percentage rent or any other payments made by which Tenant to any previous landlord (including Landlord) might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter mademade without Lender’s prior written consent (other than an amendment or modification memorializing the exercise by Tenant of a right or option set forth in the Lease); (f) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor; or (g) liable for any of Landlord’s Construction-Related Obligation under the Lease. As used herein, or consent or acquiescence by a “Construction-Related Obligation” means any previous landlord (including Landlord) obligation of Landlord under the Lease to any assignment make, pay for, or sublease hereafter granted, without the written consent of Lender, except reimburse Tenant for any assignment alterations, demolition, or sublease permitted to be made under other improvements or work at the terms of Property, including the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Premises.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and 62 (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Demised Premises or such foreclosure sale purchaser and Tenant for of the unexpired balance (and any extensions or renewals provided for Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If any proceedings are brought Notwithstanding anything to the contrary in the Sublease or in this Consent, upon the expiration or earlier termination of the Master Lease (whether pursuant to a termination right expressly granted to Landlord or Tenant in the Master Lease or pursuant to an agreement between Landlord and Tenant entered into after the date of the Sublease), or upon the surrender of the Premises by Lender Tenant to Landlord, the Sublease shall terminate as of the effective date of such expiration or earlier termination (the “Termination Date”), and Landlord and Subtenant agree that the Direct Lease shall be automatically amended to provide that the Premises leased to Subtenant thereunder shall be expanded to include the Sublease Premises upon all of the terms and conditions of the Direct Lease, except that (a) foreclose the Mortgage or monthly Base Rent shall be increased by Forty-Four Thousand Eight Hundred Twenty-Six Dollars ($44,826.00) for the remainder of the 1st Phase (as defined in the Direct Lease); and (b) Tenant’s Percentage Share shall be increased by 4.49% (to succeed 6.69% instead of 2.20%) for the remainder of the 1st Phase. Landlord and Subtenant agree to enter into a written amendment to the interest of Landlord Direct Lease documenting such expansion; provided, however, that such expansion shall be enforceable by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that either party notwithstanding any failure by the Lease (including any options parties to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or enter into such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwisean amendment. Notwithstanding the foregoing, in no event shall Lender be: 3.01 Landlord (i) be liable for any actdefault by Tenant under the Sublease or this Consent or for any other accrued obligation of Tenant under the Sublease or this Consent, omission(ii) be liable for any security deposit, defaultletter of credit or other security made by Subtenant under the Sublease except to the extent that such security shall have actually be transferred by Tenant to Landlord, misrepresentation or breach of warranty of any previous landlord (including Landlordiii) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 be subject to any offsetoffsets, defenseclaims or counterclaims that shall have accrued in favor of Subtenant against Tenant, claim or counterclaim which Tenant might (iv) be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, payment or rent or additional rent or other payments made by Tenant to any previous landlord (including Landlord) that Subtenant may have paid for more than one (1) month in advance advance, or (“Prepaid Rent”); 3.04 v) be bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be Sublease made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable consent (but the provisions of this sentence are not intended to, and shall not, relieve Landlord of any liability or responsibility to Tenant under the Master Lease, or to Subtenant under the Direct Lease except with respect to the Sublease Premises as expressly set forth above in (i) through (v)). In no event shall the foregoing be construed to grant to Tenant any right to terminate the Master Lease or relieve Tenant from any liability to Subtenant for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,termination of the Sublease in violation of the terms thereof.

Non-Disturbance. If any proceedings are brought by Lender to Mortgagee agrees that (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or affect Tenant’s (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Leaseor, with the same force respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered or any portion thereof in accordance with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlordany rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Port Authority Ground Lease and/or the Building pursuant to the Mortgage or any other proceeding to enforce the Mortgage, neither Tenant (nor any person or entity claiming through or under Tenant) shall be named or joined as a party therein, and the sale of the Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in material default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s prior written consent; or 3.05 liable for any deposit that part to be observed or performed and (ii) Tenant may have given only be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any previous landlord person or entity claiming through or under Tenant) under this Agreement or the Lease, (including Landlord2) which has notnone of Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant, as such, been transferred and (3) such naming or joining will not cause Tenant to Lender,incur any costs.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Demised Premises or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for of Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If So long as Tenant is not in default under any proceedings are brought by Lender to (a) foreclose of the Mortgage terms, covenants or (b) to succeed to the interest conditions of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including after notice, if any, required by the Lease, and the expiration of any options applicable cure period) which default has continued to purchase exist for such period of time (after notice, if any, required by the Lease, and the expiration of any applicable cure period) as would entitle Landlord to terminate the Lease or would cause, without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, (i) all of Landlord’s interests as landlord under the Lease shall be deemed automatically assigned, transferred, and conveyed to Fee Owner, and the Lease and all terms therein and rights of first refusal upon purchase contained therein) Tenant thereunder shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser Fee Owner and Tenant and shall not be altered, terminated, disaffirmed or disturbed (ii) the Fee Owner (or its successor) will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding, nor terminate the Lease and, Fee Owner agrees for itself and its successors in interest that ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Tenant's possession of the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained Leased Premises as described in the Lease and previously, at that time or thereafter exercised by Tenant) of 's other rights under the Lease will not be disturbed during the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by including any such attempt extensions thereof exercised pursuant to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease (iii) Fee Owner (or without Landlord’s prior written consent; or 3.05 liable for its successor) will recognize and abide by the provisions of the Lease and Tenant's rights thereunder, notwithstanding any deposit that Tenant may have given other provisions in the Ground Lease, and (iv) any action by Fee Owner to enforce the Ground Lease by reason of a default thereunder will not terminate the Lease or invalidate or constitute a breach of any previous landlord (including Landlord) which has not, as such, been transferred to Lender,of the terms thereof.

Non-Disturbance. If If, at any proceedings are brought by time, Lender to (a) foreclose the Mortgage or (b) to succeed to any person or entity or any of their successors or assigns who shall acquire the interest of Landlord by under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, deed an assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to the interests of Landlord under the Lease, so long as the Lease is then in lieu thereof or otherwisefull force and effect, Tenant complies with this Agreement and Lender agree that no default after the giving of any required notice, and expiration of any applicable grace period, under the Lease (including any options to purchase or rights a "Default") on the part of first refusal upon purchase contained therein) Tenant exists under the Lease, the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the New Owner and Tenant for the unexpired balance (Tenant, upon and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant subject to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) all of the term terms, covenants and conditions of the Lease, with for the same force and effect as if originally entered into with Lender; and Tenant’s possession balance of the Premises term thereof. Tenant hereby agrees to attorn to and rights, options, privileges and remedies accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach omission of warranty of any previous a prior landlord (including Landlord) or obligations accruing arising prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership upon which the New Owner shall succeed to the interests of Landlord under the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;Lease; or 3.02 (b) subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or 3.03 (c) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month calendar quarter or by any security deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (“Prepaid Rent”including Landlord);, except to the extent that such New Owner actually comes into exclusive possession of the same; or 3.04 (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed by Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (f) obligated to make any payment to Tenant except for the timely return of any security deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,actually received by such New Owner.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender 65 agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Demised Premises or such foreclosure sale purchaser and Tenant for of the unexpired balance (and any extensions or renewals provided for Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosureSo long as no default exists, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or disturbed by Lender by such other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or by in case Lender takes possession of the Property pursuant to any provisions of the Mortgage and assignment of rents and leases, unless the Landlord would have had such attempt right to foreclose interfere if the Mortgage and assignment of rents and leases had not been made, except that Lender and the person or to succeed to entity acquiring the interest of the Landlord by foreclosure, as a result of any such action or proceeding or deed in lieu thereof, of any such action or otherwise. Notwithstanding proceeding (the foregoing, in no event "Purchaser") shall Lender be: 3.01 not be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord (including Landlord) or obligations accruing prior lessor under the Lease which occurred prior to Lender’s actual ownership the date Lender or Purchaser obtained possession of the Mortgaged Property; or (b) liable for the return of any security deposit which Tenant has paid to any prior lessor under the Lease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior lessor under the Lease; provided, however, if that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any act, omission, misrepresentation, right of Tenant to any offset or breach defense otherwise available to Tenant because of warranty is of a continuing nature, Lender becomes responsible for such matter on and events occurring after the date Lender acquires ownership takes possession of the Mortgaged Property; or (d) bound by any base rent, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to percentage rent or any offset, defense, claim or counterclaim other payments which Tenant might be entitled to assert against any previous landlord have paid more than thirty (including Landlord); 3.03 bound by any prepayment 30) days in advance of rent, additional rent or other payments made by Tenant amounts due for the current month to any previous landlord prior lessor under the Lease; or (including Landlorde) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, which increases the obligations or consent responsibilities of Landlord thereunder or acquiescence changes the rent or the term thereof and is made without Lender's prior written consent; or (f) bound by any previous landlord (including Landlord) consent by any lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Tenant's interest in the Lease or made without Landlord’s also obtaining Lender's prior written consent; or 3.05 or (g) personally liable for any deposit default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged that Tenant may have given Tenant's sole remedy in the event of such default shall be to any previous landlord (including Landlord) which has not, as such, been transferred to proceed against Purchaser's or Lender,'s interest in the Property.

Non-Disturbance. If So long as Tenant complies with this Agreement and is not in default under any proceedings are brought by Lender to (a) foreclose of the Mortgage terms, covenants, or (b) to succeed to conditions of the interest of Landlord by foreclosureLease, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the succeeding owner of the Property and Tenant for Tenant, upon and subject to all of the unexpired balance (terms, covenants and any extensions or renewals provided for in conditions of the Lease, includingexcept as otherwise set forth herein, without limitation, any extensions or renewals pursuant to options contained in for the Lease and previously, at that time or thereafter exercised by Tenant) balance of the term of the Lease. Tenant hereby agrees to adhere to and accept any such successor owner as landlord under the Lease, with and to be bound by and perform all of the same force obligations imposed by the Lease, and effect as if originally entered into with Lender; and Tenant’s , or any such successor owner of the Property, will not disturb the possession of Tenant, and will be bound by all of the Premises and rightsobligations imposed on the Landlord by the Lease, optionsexcept as otherwise set forth herein; provided however, privileges and remedies under that Lender, or any purchaser at a sheriff’s sale or any successor owner of the Lease Property shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (i) liable for any act, omission, default, misrepresentation act or breach omission of warranty of any previous a prior landlord (including Landlord) or subject to any offset, defense or damages arising out of a default of any obligations accruing prior of any preceding Landlord, except to Lender’s actual ownership the extent said default is ongoing, relates to the physical condition of the Mortgaged Property and is not diligently cured by Lender after Lender takes possession of the Property; however, if any actin which case Lender shall, omissionsubject to the terms of the Lease, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible be liable for such matter damages arising on and after the date Lender acquires ownership of it succeeded to Landlord’s title under the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;Lease; or 3.02 (ii) subject to any offset, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);, but Tenant shall not be obligated to pay to Lender or any purchaser at a sheriff’s sale or any successor owner of the Property any credits properly taken before Lender or any purchaser at a sheriff’s sale or any successor owner of the Property succeeded to such interest; or 3.03 (iii) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (“Prepaid Rent”);including Landlord) unless and until Lender or such other purchaser has actually received for its own account as landlord the full amount of such deposit; or 3.04 (iv) bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, made without the written consent of Lender, except for any assignment Lender or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,such other purchaser.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose So long as no default on the Mortgage or (b) to succeed to the interest part of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that exists under the Lease (including which continues beyond the expiration of any options applicable periods of notice and grace, as would entitle the Landlord to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of Landlord, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle the Landlord to dispossess the Tenant thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such Tenant’s use, possession or enjoyment of the Premises or rights under the Lease be interfered with in any foreclosure or disturbed other action or proceeding in the nature of foreclosure or by Lender by way of any deed in lieu of any such foreclosure action or proceeding, instituted under or in connection with the Mortgage or by the Assignment, or, in case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment unless the Landlord under the Lease would have had such attempt to foreclose right if the Mortgage or to succeed to the Assignment had not been made. Neither the person or entity acquiring the interest of the Landlord under the Lease as a result of any such action or proceeding or by foreclosure, way of any deed in lieu thereofof any such action or proceeding (hereinafter called the “Purchaser”) nor Lender, if Lender takes possession of the Property or otherwise. Notwithstanding otherwise succeeds to the foregoingLandlord’s interest under the Lease, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership omission of the Mortgaged Property; howeverLandlord or any predecessor(s) in interest to the Landlord in the capacity of Landlord under the Lease, if any act(together, omissionthe “Prior Landlord”), misrepresentationwhich was to have been performed under the Lease, or breach of warranty is except for defaults of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 (b) liable for the return of any security deposit which Tenant under the Lease has paid to the Landlord or the Prior Landlord under the Lease, except to the extent that the amount thereof is turned over to the Purchaser or the Lender, as the case may be; (c) subject to any offset, defense, claim offsets or counterclaim defenses which the Tenant under the Lease might be entitled have against the Landlord or the Prior Landlord under the Lease except to assert against any previous landlord (including Landlord)the extent expressly set forth in the Lease; 3.03 (d) bound by the payment of any prepayment of basic rent, additional rent, percentage rent or any other payments made by (any and all of which are herein referred to as “Rent”) which the Tenant to any previous landlord (including Landlord) might have paid under the Lease for more than one (1) month in advance (“Prepaid Rent”)to the Landlord under the Lease, except with respect to estimated payments on account of Taxes and Operating Expenses to the extent actually paid to Landlord to the extent provided in the Lease; 3.04 (e) except for the amendments and modifications described in the Preliminary Statements, bound by any amendment or modification of the Lease hereafter made, or made without Lender’s prior written consent or acquiescence by and not otherwise permitted under the Mortgage and/or the Assignment; (f) personally liable for any previous landlord (including Landlord) default under the Lease or the violation of any covenant or breach of any obligation on its part to be performed thereunder as successor to the Landlord which first occurs prior to the Lender’s or the Purchaser’s taking of possession or ownership of the Property, it being acknowledged that Tenant’s sole remedy in the event of such default shall be to proceed against the Purchaser’s or Lender’s then interest in the Property to recover any monetary damages, provided that Purchaser or Lender shall be liable to cure defaults of a continuing nature; (g) liable for or deemed to incur any obligation with respect to any assignment breach of warranties or sublease hereafter granted, without representations of Landlord or the written consent Prior Landlord under the Lease respecting Landlord’s authority; (h) liable for any consequential or other damages which may have been incurred by Tenant by reason of Lenderany breach of obligations to be performed by Landlord or the Prior Landlord, except for defaults of a continuing nature; or (i) liable for any assignment leasing commissions, the triggering event for which arose prior to the date Lender or sublease permitted any Purchaser succeeded to Landlord’s interest. Notwithstanding anything contained herein to the contrary, if Lender or any Purchaser succeeds to Landlord’s interests under the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Property on the part of Landlord to have been performed, other than completing the initial build out of the Premises and providing the tenant improvement allowance in connection therewith all as more particularly set forth in the Lease, as well as any ongoing maintenance and repair obligations which are required to be made performed by the Landlord under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord restore the Premises after a casualty or taking (including Landlord) which has not, as such, been transferred to Lender,the extent required under the Lease).

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Notwithstanding anything contained in this Article to the interest contrary, for so long as Tenant is not in default (after receipt of written notice and the expiration of any applicable cure period ) of its obligation to pay any Base Rent or any Additional Rent payable pursuant to Article 5 hereof and no Event of Default then exists, Landlord shall obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (hereinafter referred to as an “SNDA”) for the benefit of Tenant from the holder of each new superior mortgage that becomes effective after the date hereof and from the lessor under each superior lease that becomes effective after the date hereof, each of which SNDA’s shall be on the standard form then utilized by foreclosure, deed in lieu thereof such holder or otherwise, lessor and shall be executed by Tenant and Lender agree that the Lease returned to Landlord within fifteen (including any options to purchase or rights 15) Business Days of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and TenantLandlord’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwiserequest therefor. Notwithstanding the foregoing, if Tenant fails to execute, acknowledge or deliver to Landlord or to such holder or lessor such SNDA, this Lease shall be subordinate to such superior mortgage or superior lease, as the case may be, as set forth in no event this Article, and Landlord shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach be deemed to have fulfilled all of warranty of any previous landlord (including Landlord) or its obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only under this Section with respect to obtaining an SNDA from such matters accruing from and after holder or lessor, as the date Lender acquires ownership case may be. (For the purposes of the Mortgaged Property; 3.02 subject preceding sentence, a “holder” or “lessor” shall include a person who, at the time such SNDA is delivered to any offsetTenant, defenseis not yet a holder of a superior mortgage or a lessor under a superior lease, claim but is a prospective holder or counterclaim which Tenant might a prospective lessor who thereafter becomes an actual holder of a superior mortgage or an actual lessor under a superior lease, as the case may be.) Landlord shall be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except responsible for any assignment fees or sublease permitted to be made under expenses charged by the terms of the Lease mortgagee or without lessor for such SNDA and for Landlord’s prior written consent; or 3.05 liable legal fees and expenses, if any, in connection therewith, but Tenant shall be responsible for any deposit that Tenant may have given to any previous landlord (including Landlord) which has notTenant’s own legal fees and expenses, as suchif any, been transferred to Lender,in connection therewith.

Non-Disturbance. If any proceedings are brought action or proceeding is commenced by Lender for --------------- the foreclosure of the Mortgage or the sale of the Property or to enforce Lender's rights against Landlord under the Mortgage or the Note or other obligations secured thereby, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not, nor shall any (i) suit, action, or proceeding upon the Mortgage or the Note or other obligation secured thereby, (ii) the foreclosure of the Mortgage, (iii) the enforcement of any rights under the Mortgage, (iv) any other document held by the Lender, (v) any judicial sale or execution or other sale of the Property including the premises leased by the Tenant (the "Demised Premises"), (vi) any deed given in lieu of foreclosure, (vii) the exercise of any other rights given to the Lender by any other documents, (viii) a matter of law, or (ix) any default under the Mortgage or the Note or other obligation secured thereby, result in the termination of the Lease or disturb the Tenant's possession or use of the Demised Premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Mortgage shall be made subject to all rights of Tenant and obligations of Landlord under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) foreclose the Mortgage or term of the Lease shall have commenced pursuant to the provisions thereof, (b) to succeed to Tenant shall be in possession of the interest of Landlord by foreclosurepremises demised under the Lease, deed in lieu thereof or otherwise, Tenant and Lender agree that (c) the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain be in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and (d) Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with in default past applicable grace or disturbed by Lender by such foreclosure cure periods under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; howeverterms, if any act, omission, misrepresentation, covenants or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms conditions of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given of this Agreement on Tenant's part to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,be observed or performed.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Notwithstanding anything to the interest contrary in this --------------- Lease, if an Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under Paragraph 27.A above, Landlord shall obtain from the Holder of such Encumbrance, -------------- other than CC&R's, a SNDA in a form reasonably requested by foreclosure, deed such Holder. Without in lieu thereof any way limiting the type or otherwiseform of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as Exhibit G shall be reasonable. Only upon Landlord's delivery of a SNDA in --------- the form of Exhibit G or in a form reasonably requested by the Holder, shall --------- this Lease be automatically subject and Lender agree that the Lease subordinate to such Encumbrance, other than CC&R's. Within fifteen (including 15) days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in a form reasonably requested by each Holder of any options to purchase or rights of first refusal upon purchase contained therein) shall Encumbrance in accordance with all its terms, conditions and covenants remain in full force and effect as of the date of this Lease. If Landlord fails to deliver the required SNDA(s) within the 15- day period, then, as Tenant's sole and exclusive remedy, Tenant shall have the one-time right to terminate this Lease by giving Landlord a direct lease between Lender or written notice of termination within three (3) business days after expiration of such foreclosure sale purchaser 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance, the Security Deposit and any warrants delivered pursuant to the Warrant Agreement. If Tenant does not exercise such termination right within such 3- business day period, then Tenant shall have no further right to terminate this Lease pursuant to this Paragraph 27.C and Tenant for the unexpired balance (and any extensions shall have no other rights or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and -------------- remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to Landlord's failure to deliver such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including LandlordSNDA(s); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If Landlord shall use commercially reasonable efforts to cause any proceedings are brought by current Lender to execute a Non-Disturbance Agreement on such Lender's standard form within thirty (30) days after the later of (a) foreclose encumbrance of the Mortgage Development with a loan (if there is no loan on the Development upon execution hereof), or (b) the execution of this Lease if there is a loan on the Development upon execution hereof; provided, however, any failure by Landlord to succeed to the interest obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord under this Lease nor result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, but such failure by foreclosureLandlord shall entitle Tenant to terminate this Lease by written notice to Landlord given within ten (10) days after Landlord notifies Tenant of the expiration of such thirty (30) day period of time. If Tenant does not terminate this Lease within such ten (10) day period of time, then Tenant's right to thereafter terminate this Lease as a result of Landlord's failure to obtain a Non-Disturbance Agreement from any current Lender shall be forfeited and of no further force or effect, but Landlord shall nevertheless thereafter continue using commercially reasonable efforts to obtain such Non-Disturbance Agreement. For purposes of this Lease a "NON-DISTURBANCE AGREEMENT" shall include subordination provisions and an assurance from the beneficiary under a deed in lieu thereof or otherwiseof trust that Tenant's possession and this Lease, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in extend the Lease and previouslyTerm, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall will not be diminished, interfered with or disturbed by Lender by such foreclosure so long as Tenant is not in default under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,this Lease.

Non-Disturbance. If any proceedings are brought by Lender to Mortgagee agrees that (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or affect Tenant’s (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Leaseor, with the same force respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered or any portion thereof in accordance with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlordany rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Property pursuant to the Mortgage or any other proceeding to enforce the Mortgage, neither Tenant (nor any person or entity claiming through or under tenant) shall be named or joined as a party therein, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage (or other loan documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s prior written consent; or 3.05 liable for any deposit that part to be observed or performed and (ii) Tenant may have given be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any previous landlord person or entity claiming through or under Tenant) under this Agreement or the Lease and (including Landlord2) which has not, as such, been transferred to Lender,none of Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose In the event of foreclosure of the Mortgage or (b) to succeed conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) expiration of the term of the Lease, with including any extensions and renewals of such term, and so long as Tenant is not in default under any of the same force terms, covenants and effect conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to herein as if originally entered into with Lender; and an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession possession, quiet enjoyment or use of the Demised Premises or Tenant’s rights under the Lease, and rights, options, privileges the sale of the Property in any such action or proceeding and remedies the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be diminished, interfered with binding on Mortgagee or disturbed by Lender by such foreclosure under the Mortgage Acquiring Party: any option to purchase or by any such attempt right of first refusal to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only purchase with respect to such matters accruing from the Property, and after any provision regarding the date Lender acquires ownership use of insurance proceeds or condemnation proceeds with respect to the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim Property which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under is inconsistent with the terms of the Lease or without LandlordMortgage; provided, however, if the Premises and Building are not restored following such casualty, Acquiring Party will be bound by Tenant’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,termination rights set forth in the Lease.

Non-Disturbance. If Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the _____ day of _____________, _______ (the "Sublease") Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any proceedings default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period (during the term or any renewal term and not at or beyond the final renewal term of the Sublease if all renewal terms are brought by Lender exercised under the Sublease including any agreed upon extensions), Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease, Lessor agrees at the request of the Lessee, to (a) foreclose honor the Mortgage or (b) terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms, but not beyond the final renewal term of the Prime Lease if all renewal terms are exercised under the Prime Lease, including any agreed upon extensions. Lessee agrees, at the request of Lessor to succeed attorn to the interest Lessor upon the terms and conditions of Landlord by foreclosurethe Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) Sublease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) termination of the term of the Prime Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,.

Non-Disturbance. If any proceedings are brought by Lender to (a) foreclose the Mortgage or (b) to succeed Tenant delivers a Sublease to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant City and Lender agree requests that the Lease City enter into a non-disturbance and attornment agreement (including any options a "Non-Disturbance Agreement") with the Subtenant thereunder, the City shall have no obligation to purchase or rights of first refusal upon purchase contained therein) shall do so but may do so, in accordance with all its termssole and absolute discretion, and subject to such conditions and covenants remain limitations as the City may require, in full force its sole and effect as absolute discretion. In no event shall the foregoing be deemed to obligate the City to enter into a direct lease between Lender or such foreclosure sale purchaser non- disturbance and Tenant for the unexpired balance (and attornment agreement with respect to any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwiseSubtenant. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; howeverCity shall, if so requested, enter into a Non-Disturbance Agreement with each non-residential subtenant for Subleases of at least square feet of rentable floor area if such agreement is substantially in the form attached hereto as Exhibit H. If any actSubtenant requires a Non- Disturbance Agreement in a form substantially different from the form attached hereto as Exhibit H and the City agrees to negotiate such a different form with such Subtenant and agrees not to unreasonably withhold, omission, misrepresentation, condition or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject delay its agreement to any offsetother commercially reasonable form of Non-Disturbance Agreement and, defense, claim or counterclaim which then Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of shall reimburse the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has notCity, as suchAdditional Rent, been transferred for all attorneys' fees and expenses incurred by the City in connection with the preparation, review and negotiation of such a Non-Disturbance Agreement (up to Lender,a maximum amount of $2,500.00 per Non-Disturbance Agreement), regardless of whether or not such a Non-Disturbance Agreement is finalized, which payment shall be due and payable to the City within thirty (30) days after it submits an invoice therefor to Tenant. The amount set forth in the preceding sentence shall be adjusted by the cumulative increase (but not decrease) in the Index every five (5)

Non-Disturbance. If In the event of any proceedings are brought by Lender to (a) foreclose foreclosure under the Mortgage Mortgage, or (b) to succeed to if conveyance or transfer of the interest of Landlord by foreclosure, deed Mortgaged Property shall be made in lieu thereof of foreclosure (any such foreclosure or otherwiseconveyance or transfer in lieu of foreclosure being herein collectively referred to as "Foreclosure"), Tenant and Lender agree that then the Lease (including any options to purchase or rights shall not be terminated as a result of first refusal upon purchase contained therein) such Foreclosure, but rather shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, accordance with the same force provisions thereof, and effect as if originally entered into with Lender; and Tenant’s possession the rights of the Premises and rights, options, privileges and remedies Tenant under the Lease shall not be diminished, interfered with or disturbed by Lender any party owning the Mortgaged Properly or an interest therein as a result of such Foreclosure, or by such foreclosure under the Mortgage or by party's successors and assigns (any such attempt to foreclose or to succeed to the interest of Landlord by foreclosureparty and its successors and assigns being herein called "Such Owner"); provided, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event that Such Owner shall Lender be: 3.01 not be (a) liable for any actact or omission of, omissionor subject to any rights or setoff, defaultclaims or defenses otherwise assertable by Tenant against, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership owner of the Mortgaged Property; howeverProperty (including, if any actwithout limitation, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 , (b) obligated to complete the construction of any improvements under the Lease, (c) bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for rents paid more than one (1) month in advance to any prior owner, (“Prepaid Rent”); 3.04 d) liable for any security deposit not paid over to Such Owner by Landlord, or (e) bound by any amendment modification, amendment, extension or modification cancellation of the Lease hereafter madenot consented to in writing by Lender; and further provid▇▇, ▇hat nothing herein shall negate the right of Such Owner to exercise the rights and remedies, including termination of the Lease, of Landlord under the Lease upon the occurrence of an Event of Default by Tenant under the Lease and in accordance therewith and as to any Event of Default by Tenant under the Lease existing at the time of Foreclosure, such Foreclosure shall not operate to waive or consent or acquiescence abate any action initia▇▇▇ by any previous landlord (including Landlord) Landlord under the Lease to any assignment or sublease hereafter granted, without terminate the written consent same on account of Lender, except for any assignment or sublease permitted to be made under the terms such Event of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Default.

Non-Disturbance. If So long as no default exists, nor any proceedings are brought event of default has occurred, which has continued to exist for such period of time (after notice and cure period(s), if any, required by Lender to (athe Lease) foreclose as would entitle the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that lessor under the Lease (including any options to purchase terminate the Lease or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, includingwould cause, without limitationany further action on the part of Landlord, any extensions or renewals pursuant to options contained in the termination of the Lease and previouslyor would entitle such lessor to dispossess the lessee thereunder, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or any other rights provided by this Lease be interfered with or disturbed nor shall the leasehold estate granted by Lender by such foreclosure under the Mortgage Lease be affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender takes possession of the property described in the Security Deed pursuant to any provisions thereof, unless the lessor under the Lease would have had such attempt to foreclose right if the Security Deed had not been made, except that the person or to succeed to entity acquiring the interest of Landlord by foreclosurethe lessor under the Lease as a result of any such action or proceeding, deed in lieu thereof, or otherwise. Notwithstanding and the foregoing, in no event successors and assigns thereof (hereinafter called “the Purchaser”) shall Lender not be: 3.01 : (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease; or (including Landlordb) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim offsets or counterclaim defenses which Tenant the lessee under the Lease might be entitled to assert have against any previous landlord prior lessor under the Lease; or (including Landlord); 3.03 c) bound by any prepayment of base rent, additional percentage rent or any other payments made by Tenant to any previous landlord (including Landlord) which the lessee under the Lease might have paid for more than one (1) the current month in advance (“Prepaid Rent”); 3.04 bound by or the next month to any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) prior lessor under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consentLease; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,

Non-Disturbance. If Lender agrees that if Lender comes into possession of or acquires title to all or any proceedings are brought by Lender to part of the Leased Premises or the Lot (aas defined in the Lease) foreclose as a result of foreclosure or other enforcement of the Mortgage or (b) to succeed to the interest Assignment of Landlord by foreclosureLeases, deed in lieu thereof or otherwiseboth, Tenant and Lender agree that then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its termsafter notice, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in if any, required by the Lease, including) as would entitle the Landlord under the Lease to terminate the Lease or would cause, without limitationany further action on the part of such Landlord, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) of the term termination of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminishedterminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt the Assignment of Leases, or the acquisition of title to foreclose the Leased Premises, the person or to succeed to entity acquiring the interest of the Landlord by foreclosure, under the Lease as a result of any such action or 2 104 proceeding or deed in lieu thereofof any such action or proceeding (hereinafter called the "Purchaser") or Lender if Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, or otherwise. Notwithstanding except as expressly otherwise set forth herein, provided, however, that neither the foregoing, in no event Purchaser nor the Lender shall Lender be: 3.01 be (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous landlord prior lessor under the Lease provided that nothing herein shall (including Landlordi) relieve such Purchaser or obligations accruing prior to Lender’s actual ownership Lender from curing any continuing non-monetary defaults of Landlord after receipt of requisite notices from Tenant, all in accordance with the Mortgaged Property; however, if any act, omission, misrepresentation, Lease or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after (ii) impair the date Lender acquires ownership of the Mortgaged Property, but only Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any security deposit which Tenant under the Lease has paid under the Lease unless such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 security deposit is received by Lender; or (c) subject to any offsets, abatements or defenses which the Tenant under the Lease might have against any prior lessor under the Lease unless Lender has received prior written notice of the offset, defense, claim abatement or counterclaim which Tenant might be entitled defense and opportunity to assert against any previous landlord cure the same in accordance with Paragraph 9 below; or (including Landlord); 3.03 d) bound by any prepayment of base rent, additional rent or any other payments made by which the Tenant to any previous landlord (including Landlord) under the Lease might have paid for more than one the current month to any prior lessor under the Lease; or (1e) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or consent delay its consent); or acquiescence (f) bound by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, of the Tenant's interest in the Lease made without the obtaining Lender's prior written consent of Lender(such consent not to be unreasonably withheld or delayed), except where the consent of the Landlord is not required pursuant to the provisions of Section 6.1.6 of the Lease; or (g) personally liable for any assignment or sublease permitted to be made default under the terms of the Lease or without any covenant or obligation on its part to be performed thereunder as Landlord’s prior written consent; or 3.05 liable for any deposit , it being acknowledged that Tenant may have given Tenant's sole remedy in the event of such default shall be to any previous landlord (including Landlord) which has notproceed against Purchaser's or Lender's interest in the Property and the rents, as such, been transferred to Lender,or other proceeds arising therefrom.

Non-Disturbance. If If, at any proceedings are brought by time, Lender to (a) foreclose the Mortgage or (b) to succeed to any person or entity or any of their successors or assigns who shall acquire the interest of Landlord by under the Lease through a foreclosure of the Mortgage, the exercise of the power of sale under the Mortgage, a deed-in-lieu of foreclosure, deed in an assignment-in-lieu thereof of foreclosure or otherwiseotherwise (each, a “New Owner”) shall succeed to the interests of Landlord under the Lease, so long as the Lease has not been terminated as a result of a default by Tenant and Lender agree that under the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) a “Default”), the Lease shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease between Lender or such foreclosure sale purchaser the New Owner and Tenant for the unexpired balance (Tenant, upon and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant subject to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) all of the term terms, covenants and conditions of the Lease, with for the same force and effect as if originally entered into with Lender; and Tenant’s possession balance of the Premises term thereof. Tenant hereby agrees to attorn to and rights, options, privileges and remedies accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 (a) liable for any act, omission, default, misrepresentation act or breach of warranty omission of any previous prior landlord (including Landlord) or obligations accruing arising prior to Lender’s actual ownership the date upon which the New Owner shall succeed to the interests of Landlord under the Mortgaged Property; howeverLease, if provided that New Owner shall be obligated to correct any act, omission, misrepresentation, or breach of warranty is default of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property;nature within a reasonable time; or 3.02 (b) subject to any offsetclaims, defense, claim offsets or counterclaim defenses which Tenant might be entitled to assert have against any previous prior landlord (including Landlord);) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease, provided that the foregoing shall not limit Tenant’s rights to offset amounts in accordance with the express terms of the Lease, including amounts under Section 7.2 of the Lease, or Section 2.3 of Exhibit B to the Lease; or 3.03 (c) bound by any prepayment of rent, rent or additional rent or other payments made by which Tenant might have paid in advance to any previous prior landlord (including Landlord) for more than a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance (“Prepaid Rent”); 3.04 bound by to any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous prior landlord (including Landlord), except to the extent that such New Owner actually comes into possession of the same; or (d) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs; or (e) obligated to make any assignment or sublease hereafter granted, without payment to Tenant required under the written consent Lease to be made prior to the time New Owner succeeded to the interests of LenderLandlord under the Lease, except for the timely return of any assignment or sublease permitted security deposit actually received by such New Owner, provided that the foregoing shall not limit Tenant’s rights to be made under offset amounts in accordance with the express terms of the Lease Lease, including amounts under Section 7.2 of the Lease, or without Landlord’s prior written consent; or 3.05 liable Section 3.6 of Exhibit B to the Lease. Nothing contained herein shall prevent Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary under applicable law in order for any deposit that Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,set forth in this Agreement.

Non-Disturbance. If Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement in favor of Tenant from any proceedings are brought future holder of any Mortgage and any future lessor under any Superior Lease, in the form generally used by Lender such holder or lessor, as the case may be; it being expressly understood that the failure by Landlord to obtain any such agreement shall in no way relieve Tenant of any of its obligations hereunder or alter or affect the subordination of this . Lease as provided in this Article. Landlord shall not be required to expend any sums or to pay or incur any fees in connection with such efforts unless Tenant pays the same to Landlord in advance and Landlord shall not be required to reject any potential financing or other arrangement or to seek alternate financing arrangements if any such holder or lessor is unwilling to deliver such agreement to and for the benefit of Tenant. ’ (af) foreclose the Mortgage or (b) to succeed The following shall be added to the interest end of Subsection (C) of Article 12 of the Lease: ‘ Notwithstanding the foregoing, Landlord by foreclosurewill not have the right to exercise either of said options in connection with an assignment of this Lease or a sublease of all or part of the Premises to a “related corporation” (as hereinafter defined). ’ (g) Article 29 shall be modified as follows: (i) With respect to the New Space only, deed in lieu thereof the following shall be added to subparagraph C following the third sentence: ‘ In the event of a major mechanical failure of the existing air-cooling units serving all or otherwiseany portion of the New Space during the Term hereof (which shall be deemed to mean a failure involving the coil, fan or compressor components of such units), Landlord agrees to repair or replace the same at Landlord’s cost, provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to the preceding sentence and Lender agree that the Lease (including any options provides a copy of service and maintenance records to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its termsLandlord at Landlord’s request. Furthermore, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Leaseevent of a major mechanical failure of that certain existing fifteen (15) ton, twenty-two (22) year old air-cooled unit presently serving the 11th Floor Premises (which shall be deemed to mean a failure involving any of the components of such unit, except those normally part of air-cooling service maintenance agreements), Landlord agrees to repair or replace the same at Landlord’s cost (including, without limitation, the cost of furnishing and installing replacement components or a new unit, as necessary, the cost of temporarily relocating Tenant’s furniture, fixtures, equipment and other personal property to perform such work, and the cost of any extensions associated alterations required to be made to the 11th Floor Premises to perform such repair or renewals replacement), provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to options contained in this subsection C of Article 29 of the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from existing air-cooling unit and after provides a copy of service and maintenance records to Landlord at Landlord’s request. ’ (ii) The first four sentences of subparagraph H(i) shall be deleted in their entirety and the date Lender acquires ownership following shall be inserted in lieu thereof: ‘ Landlord shall redistribute six (6) w▇▇▇▇ of connected electrical load per rentable square foot of space deemed to be in the Premises for the servicing of all of Tenant’s electrical needs within the Premises, excluding, any air-cooling equipment located in, or exclusively servicing, the Premises. Tenant shall install a submeter to measure Tenant’s consumption of electrical energy in the Premises at Tenant’s sole cost and expense; it being understood and agreed that subject to and in accordance with the terms of this Lease and to the consent of the Mortgaged Property; 3.02 subject public utility company serving the Building, Tenant may connect this submeter to any offset, defense, claim or counterclaim which other submeters of Tenant might in the Building. The cost of electricity utilized by Tenant shall be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made paid for by Tenant to any previous landlord (including Landlord) Landlord as additional rent and shall be calculated at the then applicable rate charged to Landlord by the public utility company serving the Premises for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification consumption of the Lease hereafter madeamount of electrical energy in question, or consent or acquiescence by any previous landlord plus (including a) Landlord’s charge for overhead and supervision in the amount of ten percent (10%) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease total electric b▇▇▇ and (b) any taxes or without Landlord’s prior written consent; orother charges in connection therewith.’ 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlordh) which has not, The following shall be added as such, been transferred to Lender,Article 41 of the Lease:

Non-Disturbance. If any proceedings are brought Secured Party does hereby agree with Tenant that, in the event Secured Party becomes the fee simple owner of the Property by Lender to foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease and there exists no “Event of Default” on the part of the Tenant under the Lease, (a) foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain continue in full force and effect as a direct lease Lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and previously, at that time or thereafter exercised by Tenant) succeeding owner of the term Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the terms of the Lease, and Secured Party will not disturb the possession of Tenant, and (b) the Property shall be subject to the Lease and Secured Party shall recognize Tenant as the tenant of the Property for the remainder of the terms of the Lease in accordance with the same force provisions thereof and effect be bound thereby as if originally entered into with Lenderlandlord thereunder until the succeeding owner takes title to the Property; and Tenant’s possession of the Premises and rightsprovided, optionshowever, privileges and remedies under the Lease that Secured Party shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for a. subject to any actclaims, omission, default, misrepresentation offsets or breach of warranty of defenses which Tenant might have against any previous prior landlord (including Landlord); or b. obligated to complete any construction work required to be done by any prior landlord (including Landlord) or obligations accruing prior pursuant to Lender’s actual ownership the provisions of the Mortgaged Lease or to reimburse Tenant for any construction work done by Tenant; or c. required to make any repairs to the Property required as a result of fire or other casualty or by reason of condemnation unless Secured Party shall be obligated under the Lease to make such repairs and then shall be obligated to finance the completion of such repairs only to the extent of casualty insurance proceeds or condemnation awards received; or d. required to make any capital improvements to the Property which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Property; however, if or e. be liable for any act, omission, misrepresentation, act or breach omission of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous prior landlord (including Landlord);; or 3.03 f. bound by any prepayment of rent, rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other payments made by Tenant prepaid charge paid to any previous prior landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”);; or 3.04 g. bound by any amendment or modification of the Lease hereafter madethat results in a reduction of Base Rent or Additional Rent (each as defined in the Lease), or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms a shortening of the Lease Term (as defined in the Lease) or without a material increase in Landlord’s prior obligations made without Secured Party’s written consent; or. 3.05 liable h. Secured Party shall not join Tenant in any action, suit or proceeding arising out of the Mortgage or seeking to foreclose the Mortgage, unless Tenant is deemed to be a necessary party under applicable Law in order for any deposit that Tenant may have given Secured Party to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,avail itself of and complete the foreclosure or other remedy.

Non-Disturbance. If Lender shall not, in the exercise of any proceedings right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession or rights under the Lease so long as: (a) Tenant is not in default beyond applicable notice and cure periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are brought met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to (a) foreclose enforce the terms of the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Lease Assignment; (including ii) any options to purchase sale or rights other transfer of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender the Demised Premises or such foreclosure sale purchaser and Tenant for of the unexpired balance (and any extensions or renewals provided for Landlord's interest in the Lease, including, without limitation, any extensions or renewals pursuant to options contained foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Lease; and (iii) the Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same will continue in force and effect according to its original term, or with such amendments as Lender shall have approved, if originally entered into with Lender; such approval is required by the terms and Tenant’s possession conditions of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,Assignment.