Common use of Transfer of Landlord’s Interest Clause in Contracts

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has shall have the right (without Tenant's consent) to sell, transfer its interest in or assign the Demised Premises to anyone (a "Successor Owner") provided Landlord also assigns this Lease to such Successor Owner. So long as the Security Deposit (or so much thereof as has not been drawn upon to cure defaults) and any advance rents held by a transferring Landlord are turned over to a Successor Owner and said Successor Owner expressly assumes, subject to the limitations of this Article XX, all the terms, covenants and conditions of this Lease to be performed by Landlord arising from and after the date of the transfer, including the Purchase Option and the terms of the Purchase Agreement, the transferring Landlord shall be automatically freed and relieved from all applicable liability with respect to performance of any covenant or obligation on the part of Landlord arising from and after the date of the transfer, and the obligations contained in this Lease at any time after on the date which is eighteen (18) months after the Commencement Date and part of Landlord shall, subject to all the provisions of Paragraph 52 hereofthis Article XX, be binding on Landlord, its successors and Tenant agrees that assigns, only during their respective periods of ownership of the Premises. Except for an assignment to a Mortgagee in connection with a mortgage or deed of trust given by Landlord in connection with the event of any such transfer Premises, Landlord shall automatically be released from all liability under not transfer or assign this Lease except for any liabilities accruing prior in connection with the conveyance of title to the date of transfer for which Tenant Premises, such that such Successor Owner has identified in an estoppel certificate or by written notice the full right, title and interest sufficient to perform Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord/Seller's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed under the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidPurchase Agreement.

Transfer of Landlord’s Interest. Tenant acknowledges that In the event of the sale, assignment or transfer by Landlord ------------------------------- has the right to transfer of its interest in the Demised Premises and Building or in this Lease at any time after (other than a collateral assignment to secure a debt of Landlord) to a successor in interest who expressly assumes in writing the date which is eighteen (18) months after the Commencement Date obligations of Landlord hereunder, Landlord shall thereupon be released or discharged from all of its covenants and subject obligations hereunder, except such obligations as shall have accrued prior to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate sale, assignment or by written notice to Landlord, transfer; and Tenant agrees to look solely to such transferee successor in interest of Landlord for the performance of such obligations. Any securities given by Tenant to Landlord to secure performance by Tenant of its obligations hereunder may be assigned by Landlord to such successor in interest of Landlord's ; and, upon acknowledgement by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the terms of the Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Landlord’s assignment of the Lease or of any or all of its rights herein shall in no manner affect Tenant’s obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees shall thereafter attorn and look to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from such assignee, as Landlord, it being agreed that provided Tenant has first received written notice of such assignment of Landlord’s interest. Landlord shall have the right to freely sell, assign or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may otherwise transfer its interest in the Building and/or this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidLease.

Transfer of Landlord’s Interest. Tenant acknowledges that In the event Landlord ------------------------------- has the right to transfer transfers its interest in the Demised Premises and or Parcel IB (other than a transfer for security purposes only), Landlord shall be relieved of all obligations accruing hereunder after the effective date of such transfer, including, but not limited to, the return of the Security Deposit or other funds held by Landlord, provided that such obligations have been expressly assumed in this Lease writing by the transferee. Tenant agrees at any time after and from time to time upon ten (10) days' prior request by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing certifying to Landlord, any mortgagee, prospective purchaser or other party designated by Landlord: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the date same is in full force and effect as modified and stating the modifications), (b) the dates to which the rent and any other charges have been paid in advance, if any, (c) that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, (d) whether or not there are then any existing defenses against enforcement of any provision of the Lease, (e) the Lease Commencement Date and Lease Expiration Date and (f) any other information which may be reasonably requested by Landlord. Any such statement delivered pursuant to this paragraph may be conclusively relied upon by any prospective purchaser, mortgagee or assignee of any mortgage of the Premises or Parcel IB. If Tenant fails to deliver such statement within such time, any prospective purchaser or encumbrancer may conclusively assume: (i) that this Lease is eighteen in full force and effect, without modification except as may be represented by Landlord, (18ii) months after that there are no uncured defaults in Landlord's performance, (iii) that not more than one month's rent and no other charges have been paid in advance, (iv) that there are no existing defenses against enforcement of any provision of the Lease, and (v) that the Commencement Date and subject Expiration Date are as stated by Landlord. Such failure by Tenant to deliver such statement shall constitute a material default by Tenant under this Lease. If Landlord desires to finance, refinance or sell Parcel IB or any part thereof, Tenant hereby agrees to deliver to any prospective lender or purchaser designated by Landlord such financial statements of Tenant as may be reasonably required by such prospective lender or purchaser. Such statements shall include the past three years' financial statements of Tenant that are made available to the provisions of Paragraph 52 hereof, and Tenant agrees that public in the event normal course of any business. All such transfer Landlord financial statements shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified received in an estoppel certificate or by written notice to Landlordconfidence, and Tenant agrees to look solely to such transferee shall be used only for the performance of Landlord's obligations hereunder; provided, however, any such transferee purposes herein set forth and shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. furnished by Tenant agrees to look solely to promptly upon request therefor by Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term "Landlord" as used in this Lease lease, insofar as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner, or owners, at any the time after in question, of the date which is eighteen (18) months after fee or the Commencement Date ground lease on the demised premises and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any transfer of the title to such transfer Proprietary interest, the Landlord named herein (and in case of any subsequent transfers or conveyances, the then Grantor), their employees and agents shall be automatically be released freed and relieved from all liability under this Lease except for any liabilities accruing prior to and after the date of such transfer for or conveyance of all personal liability with respect to the performance of any covenants or obligations on the part of Landlord contained in this lease thereafter to be performed; provided, that any funds in the hands of such Landlord or the then Grantor at the time of such transfer in which Tenant has identified in an estoppel certificate or by written notice interest shall be turned over to Landlordthe Grantee, and any amount then due and payable to Tenant agrees to look solely to such transferee for by Landlord or the performance then Grantor under any provision of Landlord's obligations hereunder; provided, however, any such transferee this lease shall be deemed paid to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from LandlordTenant, it being agreed intended hereby that the covenants and obligations contained in this lease on the part of Landlord shall, subject as aforesaid, be binding upon Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, successors and assigns only during and in respect to their successive periods of ownership. Any liability that arises from Landlord's negligence during its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managersperiod of ownership and that remains unsatisfied at the expiration of said period of ownership, shall never be personally liable for such judgment. Without limiting survive the generality expiration of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperiod of ownership.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has The term “Landlord,” as used in this Lease, means only the right to transfer its interest owner, or the mortgagee in possession, for the time being, of the ground lease estate in the Demised Premises Building or the Land (unless the ground lease estate and the underlying fee simple interest are hereafter merged during the Lease Term, in this Lease at any time after which case Landlord shall be the date which is eighteen (18) months after the Commencement Date and subject to the provisions owner of Paragraph 52 hereofsuch merged estate), and Tenant agrees so that in the event of any such transfer sale of said estate, the transferring landlord shall be entirely freed and relieved of all obligations of Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to hereunder coming due after the date of transfer for which Tenant and provided the transferee or purchaser has identified assumed all obligations of Landlord hereunder, and Landlord’s assignment, sale or transfer of the Lease, or of any of its rights herein, shall in an estoppel certificate no manner affect Tenant’s obligations or by written notice to Landlordrights hereunder, and Tenant agrees to look solely shall thereafter attorn to such transferee for the assignee, transferee, or purchaser, as Landlord, provided Tenant first has written notice of such transfer, assignment, or purchase of Landlord’s interest. Any security given by Tenant to Landlord to secure performance of Landlord's Tenant’s obligations hereunder; provided, however, any such transferee hereunder shall be deemed to have assumed the obligations of transferred by Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely successor in interest to Landlord's interest ; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the Demised Premises for terms of this Lease, the recovery transferring Landlord shall thereby be discharged of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidfurther obligation relating thereto.

Transfer of Landlord’s Interest. Notwithstanding anything contained herein to the contrary, Tenant acknowledges agrees that neither Landlord ------------------------------- has nor any partner in Landlord or Beneficiary, as the right case may be, nor any other person having any interest, direct or indirect, immediate or more removed than immediate, in Landlord or Beneficiary, as the case may be, shall have any personal liability with respect to transfer its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to of the provisions of Paragraph 52 hereofthis Lease and Tenant shall look solely to the estate and property of Landlord in the Land and the Building for the satisfaction of Tenant's remedies, including without limitation, the collection of any judgment or the enforcement of other judicial process requiring the payment or expenditure of money by Landlord, subject, however, to the prior rights of any Mortgagee, and Tenant agrees that in the event no other assets of Landlord and Beneficiary (if Landlord is a trustee of a land trust) or its partners, or of any such other aforesaid person having an interest in Landlord or Beneficiary, as the case may be, shall be subject to levy, execution or other judicial process for the satisfaction of Tenant's claims. Without limitation of the foregoing, upon each transfer Landlord of the Land and the Building and the landlord's interest in this Lease, the transferor shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein containedLease. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled bya mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that, controlling or under common control with Landlordsubject to the other provisions of this Section, that acquires Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term “Landlord” as used in this Lease lease, insofar as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner, or owners, at any the time after in question, of the date which is eighteen (18) months after fee or the Commencement Date ground lease on the demised premises and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any transfer of the title to such transfer Proprietary interest, the Landlord named herein (and in case of any subsequent transfers or conveyances, the then Grantor), their employees and agents shall be automatically be released freed and relieved from all liability under this Lease except for any liabilities accruing prior to and after the date of such transfer for or conveyance of all personal liability with respect to the performance of any covenants or obligations on the part of Landlord contained in this lease thereafter to be performed; provided, that any funds in the hands of such Landlord or the then Grantor at the time of such transfer in which Tenant has identified in an estoppel certificate or by written notice interest shall be turned over to Landlordthe Grantee, and any amount then due and payable to Tenant agrees to look solely to such transferee for by Landlord or the performance then Grantor under any provision of Landlord's obligations hereunder; provided, however, any such transferee this lease shall be deemed paid to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from LandlordTenant, it being agreed intended hereby that the covenants and obligations contained in this lease on the part of Landlord shall, subject as aforesaid, be binding upon Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, successors and assigns only during and in respect to their successive periods of ownership. Any liability that arises from Landlord’s negligence during its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managersperiod of ownership and that remains unsatisfied at the expiration of said period of ownership, shall never be personally liable for such judgment. Without limiting survive the generality expiration of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperiod of ownership.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises and Project, the Building and/or in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to arising from and after the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordtransfer, and Tenant agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunderhereunder after the date of transfer; provided, however, with respect to liability for matters arising prior to the date of transfer, Tenant must file suit, if at all, prior to the date which is twelve (12) months following the date of any such transferee transfer of ownership and any claims made after such date shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises barred for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgmentall purposes. Without limiting the generality of the foregoing, it is acknowledged and agreed that the liability of Landlord under this Lease is limited to its actual period of ownership of title to the Building. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Project or Building and such transferee shall be without personal liability under this Lease, and Tenant agrees hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, a mortgage lender as additional security and agrees that acquires such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term "Landlord" as used in this Lease at any means only the owner or the mortgagee in possession for the time after being of the date Land and the Buildings or the owner of the lease of the Buildings or of the Land and the Buildings of which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees Premises are a part so that in the event of any such transfer sale or sales of the Land and the said Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, covenants and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject and it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale of the Land and the Buildings, that the purchaser has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed that the liability of the Landlord hereunder shall be limited to the equity of the Landlord in the Premises in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions and limitations herein containedagreements of this Lease to be performed by Landlord. In furtherance of the foregoing, the Tenant hereby agrees to look that any judgment it may obtain against Landlord as a result of the breach of this Lease as aforesaid shall be enforceable solely to against the Landlord's interest in the Demised Premises for Premises. Landlord's assignment, sale or transfer of the recovery Lease or of any judgment from or all of its rights herein shall in no manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and look to such assignee, as Landlord, it being agreed that provided Tenant has first received written notice of such assignment of Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never 's interest and the address such rent payments are to be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidmade.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises and in Real Property, the Buildings and/or this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior arising after the effective date of such transfer (to the date of transfer for which Tenant has identified in an estoppel certificate or extent such liability relates to the interest transferred) provided such obligations are expressly assumed by written notice to Landlordthe transferee, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; providedhereunder arising after the date of transfer. Notwithstanding the foregoing, howeverTenant acknowledges that Landlord anticipates that it will transfer all of its interest under this Lease to an affiliate of DCA Homes, Inc., Lennar Rolling Ridge, Inc. or LNR Property Corporation, or any such transferee entity in which any of the foregoing has an ownership interest (an "LNR AFFILIATE"), in which event the original Landlord executing this Lease shall be deemed released from all liability under this Lease whether or not such liability arose prior to have or arises after the date of transfer provided such obligations are expressly assumed by the obligations of Landlord hereunder subject to the conditions LNR Affiliate transferee, and limitations herein contained. Tenant agrees to look solely to such LNR Affiliate transferee for the performance of Landlord's obligations. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Demised Premises for the recovery Real Property and Buildings and such transferee shall be without personal liability under this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of any judgment from Landlorditself and all persons claiming by, it being agreed that Landlord, through or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgmentunder Tenant. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder. Notwithstanding the foregoing provisions to the contrary, Tenant acknowledges that Landlord's obligations to construct a restaurant and child care facility pursuant to Section 1.1.4 of this Lease, and Landlord's obligation to provide FHS Expansion Space to Tenant pursuant to Section 1.6 of this Lease, shall not be binding upon: (i) any entity controlled bymortgagee (other than the Existing Lender, controlling as defined in Section 18.2) who forecloses upon all or under common control with Landlordany portion of the Real Property or receives a deed in lieu of foreclosure thereof (a "FORECLOSING MORTGAGEE") or any portion of the Real Property transferred to such Foreclosing Mortgagee in such foreclosure proceedings or deed in lieu of foreclosure, that acquires except to the Demised Premises extent such Foreclosing Mortgagee has expressly assumed or agreed to be bound by such obligations in a subordination, non-disturbance and from attornment agreement delivered to Landlord and after Tenant pursuant to Article 18 of this Lease; or (ii) any other transferee of the Real Property which is other than an LNR Affiliate (or the portion of the Real Property transferred to such transferee) if following such transfer Landlord (or any LNR Affiliate assignee) retains ownership of any portion of the Real Property upon which Landlord may construct the restaurant and child care facility and/or provide the FHS Expansion Space to Tenant, as the case may be; provided that to the extent any transferee which acquires any portion of the Real Property from Landlord or an LNR Affiliate expressly assumes Landlord's obligations under Section 1.1.4 and/or 1.6, Landlord shall be released from liability, as aforesaidrelieved of such obligations with respect to all of the Real Property then retained by Landlord or the LNR Affiliate.

Transfer of Landlord’s Interest. Tenant acknowledges that In the event of a bona fide sale or conveyance by Landlord ------------------------------- has the right to transfer its of Landlord's interest in the Demised any Leased Property or in any other property in which any Premises may be a part, other than a transfer for security purposes only, if Landlord is not in default under any provision of this Lease, Landlord shall be relieved from and in this Lease at any time after the date which is eighteen (18) months after specified in any such notice of transfer of all obligations and liabilities accruing thereafter on the Commencement Date and subject part of the Landlord with respect to the provisions of Paragraph 52 hereoftransferred Leased Property, and Tenant agrees provided that any funds in the event hands of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to at the date time of transfer for in which Tenant has identified in an estoppel certificate or interest, shall be delivered to the successor of the Landlord and provided Landlord's assignee assumes all such obligations. This Lease shall not be affected by written notice to Landlord, any such sale and Tenant agrees to look solely attorn to such transferee for the performance of purchaser or assignee provided all Landlord's obligations hereunder; providedhereunder are assumed in writing by the transferee. In the event that less than all of the Leased Properties are sold to a single purchaser, howeveras a condition to such sale, any the purchaser and Tenant shall concurrently with each sale, execute and deliver to each other a new lease for such transferee Leased Property, which new lease shall be deemed for the remaining term of this Lease and shall be in the form of this Lease (each, an "Individual Lease"). The Base Rent payable by Tenant under each Individual Lease shall be an allocable portion of the Base Rent payable by Tenant under this Lease, as determined by Landlord in its reasonable discretion. Landlord shall provide Tenant with no less than thirty (30) days prior written notice of the anticipated closing date of the sale of a Leased Property, which notice shall be accompanied by a draft of the Individual Lease. Subject to have assumed and effective immediately upon the obligations transfer of Landlord hereunder subject title to any Leased Property to a purchaser and the execution and delivery by such purchaser and Tenant of the Individual Lease, such Leased Property shall thereafter no longer be part of the Leased Property demised under this Lease or be governed by this Lease and the Base Rent payable under this Lease shall be reduced by an amount equal to the conditions and limitations herein contained. Base Rent payable by Tenant agrees to look solely to Landlord's interest in under the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable Individual Lease for such judgmentLeased Property. Without limiting Concurrently with the generality sale of each Leased Property and the execution of an Individual Lease, the parties shall enter into an amendment to this Lease evidencing the removal of such Leased Property from the Leased Property demised hereunder and the corresponding reduction of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liabilityBase Rent payable hereunder, as aforesaidprovided above.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Project or Building and in this Lease at any time after the date which so long as such transfer is eighteen (18) months after the Commencement Date and subject not a subterfuge to the provisions of Paragraph 52 hereofavoid Landlord's obligations under this Lease, and Tenant agrees that in the event of any such transfer transfer, and if the transferee assumes the applicable obligations, Landlord shall automatically be released from all liability (to the extent such obligations are assumed by the transferee) under this Lease except for any liabilities accruing prior to not accrued as of the date of the transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any hereunder after the date of transfer upon agreement by such transferee shall to fully assume and be deemed to have assumed the liable for all obligations of this Lease to be performed by Landlord hereunder subject which first accrue or arise after the date of the conveyance (and including the return of any Security Deposit), and Tenant shall attorn to the conditions and limitations herein containedsuch transferee. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to a mortgage lender as additional security. Such transfer shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Section 29.5 above, Landlord may not, without Tenant's prior written approval, transfer all or any entity controlled by, controlling portion of its interest in the Project or Building and in this Lease until all of Landlord's obligations to fund the Tenant Improvement Allowance have been satisfied and all of Landlord's Work under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidTenant Work Letter has been completed.

Transfer of Landlord’s Interest. Tenant acknowledges that If Landlord ------------------------------- has the right to transfer its Transfers any interest in the Demised Premises for any reason other than collateral security purposes, the transferor is automatically relieved of all obligations on the part of Landlord accruing under this Lease from and after the date of the Transfer, provided that the transferee assumes all of Landlord’s obligations accruing subsequent to the Transfer and further provided that the transferor delivers to the transferee any funds the transferor holds in which Tenant has an interest (such as a security deposit). Except as specifically set forth in the first sentence of this Section, Landlord’s covenants and obligations in this Lease at bind each successive Landlord only during and with respect to its respective period of ownership. However, notwithstanding any time after such Transfer, the date which is eighteen (18) months after the Commencement Date and subject transferor remains entitled to the provisions benefits of Paragraph 52 hereofTenant’s indemnity and insurance obligations (and similar obligations) under this Lease with respect to matters arising or accruing during the transferor’s period of ownership. Notwithstanding the foregoing provisions, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance a Transfer of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's ’s interest in the Demised Premises for before the recovery completion of any judgment from Landlord’s Common Area Improvements, it being agreed that Landlord shall not be relieved of its obligations with respect to the construction of Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment’s Common Area Improvements until the Substantial Completion thereof in accordance with the terms of this Lease. Without limiting the generality Upon Landlord’s Substantial Completion of the foregoingLandlord’s Common Area Improvements, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires shall acknowledge the Demised Premises same and from and after at such transfer Landlord time the immediately preceding sentence shall be released from liability, as aforesaidno longer apply.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in In the event of any such transfer or transfers of Landlord’s interest in the Premises, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of the Landlord shall automatically be released accruing from all liability under this Lease except for any liabilities accruing prior to and after the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordsuch transfer, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, that any funds in the hands of Landlord at the time of such transferee transfer in which Tenant has in interest shall be deemed turned over to have assumed the transferee and any amount then due and payable to Tenant by Landlord under any provisions of this Lease shall be paid to Tenant, if being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord hereunder shall, subject to the conditions as aforesaid, be binding on Landlord, its successors and limitations herein containedassigns, only during and in respect of their respective successive period of ownership. Tenant agrees to look solely to Landlord's interest ’s estate in the Demised Premises (or the proceeds thereof) for the recovery satisfaction of any remedy of Tenant for the collection of a judgment from Landlord(or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, it being agreed that Landlord, and no other property or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality assets of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liabilitysubject to levy, as aforesaidexecution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder, or Tenant’s use or occupancy of the Premises.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term “Landlord” as used in this Lease at any means only the owner or the mortgagee in possession for the time after being of the date which is eighteen (18) months after Buildings or Property or the Commencement Date and subject to owner of the provisions Lease of Paragraph 52 hereof, and Tenant agrees the Buildings or Property so that in the event of any such transfer sale of said Buildings or Property or said Lease, or in the event of a lease of said Buildings, Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for any liabilities accruing prior to the date covenants and obligations of transfer for which Tenant has identified in an estoppel certificate or by written notice to LandlordLandlord hereunder, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale or lease of the Buildings or Property, that the purchaser or the lessee of the Buildings or Property has assumed and agreed to have assumed the carry out any and all covenants and obligations of Landlord hereunder subject hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed that the liability of Landlord hereunder shall be limited to the equity of Landlord in the Property in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions and limitations herein containedagreements of this Lease to be performed by Landlord. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality In furtherance of the foregoing, Tenant hereby agrees that any judgment it may obtain against Landlord may transfer its as a result of the breach of this Lease as aforesaid shall be enforceable solely against Landlord’s interest in this Lease the Property. It is further agreed that none of the stockholders, officers, directors or heirs of stockholders, officers or directors of Tenant shall be personally liable with respect to any entity controlled bycovenants or conditions of this Lease. Any security given by Tenant to Landlord to secure performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to the successor in interest to Landlord; and, controlling or under common control upon acknowledgement by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with Landlordthe terms of this Lease, that acquires the Demised Premises and from and after such transfer Landlord shall thereby be released from liabilitydischarged of any further obligation relating thereto. Landlord’s assignment, sale or transfer of the Lease or of any or all of its rights herein shall in no manner affect Tenant’s obligations hereunder. Tenant shall thereafter attorn and look to such assignee as aforesaidLandlord; provided, Tenant first has written notice of such assignment of Landlord’s interest.

Transfer of Landlord’s Interest. Notwithstanding the provisions of ------------------------------- this Section 29.5, Landlord shall not be released from its liabilities or obligations under this Lease until the Tenant Improvements and Landlord's Work have been completed pursuant to Exhibit B and Landlord has satisfied all of its --------- financial obligations with respect thereto. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Real Property and Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Lease. Tenant agrees that in the event of any a transfer of fee title and provided that such transfer transferee is a bona fide purchaser and agrees in writing to perform all of Landlord's obligations thereafter accruing, Landlord shall automatically be released from all liability under this Lease except for any liabilities thereafter accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any hereunder arising or accruing after the date of transfer upon agreement by such transferee shall to fully assume and be deemed to have assumed the liable for all obligations of this Lease to be performed by Landlord hereunder subject which first accrue or arise after the date of the conveyance, and Tenant shall attorn to the conditions and limitations herein containedsuch transferee. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled bya mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that unless and until such mortgage lender succeeds to Landlord's interest and obligations hereunder, controlling or under common control with Landlord, that acquires Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term “Landlord” as used in this Lease at any means only the owner or the mortgagee in possession for the time after being of the date which is eighteen (18) months after Building or the Commencement Date and subject to owner of the provisions lease of Paragraph 52 hereof, and Tenant agrees the Building so that in the event of any such transfer sale or sales of the Building or of said lease, or in the event of a lease of the Building, said Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for any liabilities accruing prior to the date covenants and obligations of transfer for which Tenant has identified in an estoppel certificate or by written notice to LandlordLandlord hereunder, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale or the lessee of the Building, that the purchaser or the lessee of the Building has assumed and agreed to have assumed the carry out any and all covenants and obligations of Landlord hereunder subject hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed that the liability of the Landlord hereunder shall be limited to the equity of the Landlord in the Building and Landlord’s applicable insurance policies in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions and limitations herein containedagreements of this Lease to be performed by Landlord. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality In furtherance of the foregoing, the Tenant hereby agrees that any judgment it may obtain against Landlord may transfer its as a result of the breach of this Lease as aforesaid shall be enforceable solely against the Landlord’s interest in the Building and Landlord’s applicable insurance policies. Any security given by Tenant to Landlord to secure performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to the successor in interest to Landlord; and, upon acknowledgement by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the terms of this Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Landlord’s assignment, sale, or transfer of the Lease or of any or all of its rights herein shall in no manner affect Tenant’s obligations hereunder. Tenant shall thereafter attorn and look to any entity controlled bysuch assignee, controlling or under common control with as Landlord, that acquires the Demised Premises and from and after provided Tenant has first received written notice of such transfer Landlord shall be released from liability, as aforesaidassignment of Landlord’s interest.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Project or Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to first arising after the date of the transfer for which Tenant has identified upon the written assumption of such liabilities by any such successor, and, in an estoppel certificate or by written notice to Landlordsuch event, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any hereunder first arising after the date of transfer and such transferee shall fully assume and be deemed to have assumed the liable for all obligations of Landlord hereunder subject this Lease to be performed by Landlord, including the conditions return of any Security Deposit, and limitations herein containedTenant shall attorn to such transferee. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder. Notwithstanding the foregoing, prior to the Final Condition Date, Landlord shall not Sell the Project. The term "Sale" or "Sell" shall mean the sale or other transfer of the Building or Project (or any entity controlled by, controlling portion thereof) or under common control with the membership interest or other direct or indirect ownership interests in Landlord, or the ground lease of the Building or Project, but shall exclude the following transactions: (i) transfers of any direct or indirect ownership interest in Landlord as a result of exercising buy/sell or other contractual rights by a direct or indirect constituent owner of Landlord to acquire the interest of another constituent owner under the organizational documents of Landlord or any of its constituent owners; (ii) transfers of any direct or indirect ownership interest in Landlord resulting solely from the sale, transfer or issuance of shares of stock in an entity that acquires is (or becomes as a result of such transfer) a publicly traded entity, provided that such shares of stock are listed on the Demised Premises New York Stock Exchange or another nationally recognized stock exchange; and from and after such transfer Landlord shall be released from liability(iii) the granting of a bona fide mortgage, as aforesaiddeed of trust or other security instrument financing the Project to a third party, including in connection with a mezzanine financing.

Transfer of Landlord’s Interest. Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a wholly owned subsidiary, in part. Notwithstanding the foregoing, in connection with any assignment in part to a wholly-owned subsidiary, (i) Landlord shall provide a written notice to Tenant acknowledges that specifying the rights and obligations so assigned and (ii) Landlord ------------------------------- has shall guaranty the right performance of the obligations assigned to such wholly-owned subsidiary; provided, however, Landlord’s maximum liability under such guaranty shall not exceed the maximum liability it would have had under the Lease if such obligations had not been assigned. Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents upon their transfer of Landlord’s interest in the Property to a third party, except for any liabilities or obligations of Landlord then existing. Landlord shall not be liable for any obligation under the Lease Documents accruing after a transfer of its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, Property and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transferee for transfer. If any security has been given by Tenant to secure the faithful performance of Landlord's obligations hereunder; providedany of the covenants of this Lease, howeverLandlord shall transfer or deliver said security, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely as such, to Landlord's ’s successor in interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer thereupon Landlord shall be released discharged from liability, as aforesaidany further liability with regard to said security.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Premises, Building, Project and in this Lease. However, any sale or transfer of the Premises, Building or Project by Landlord shall be subject to this Lease at and any time after the date which is eighteen (18) months after the Commencement Date and subject transferee shall agree in writing to the provisions of Paragraph 52 hereof, and assume Landlord’s obligations under this Lease. Tenant expressly agrees that in the event of any such transfer transfer, Landlord shall automatically be entirely released from all liability under this Lease except for any liabilities accruing prior and, provided Landlord transfers Tenant’s security deposit to such transferee (or otherwise credits same to the date transferee at the closing of transfer for which Tenant has identified in an estoppel certificate or by written notice to such transfer) and such transferee assumes Landlord’s obligations under this Lease, and Tenant agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunder; provided, however, any hereunder after the date of such transfer. Landlord shall use commercially reasonable efforts to cause each such transferee to agree to perform Landlord’s obligations hereunder arising or accruing after the date of such transfer. A ground lease or similar long term lease by Landlord of the entire Building or Lot, of which the Premises are a part, shall be deemed to have assumed a sale within the obligations meaning of Landlord hereunder subject to the conditions and limitations herein containedthis Section 23. Tenant agrees to look solely attorn to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlordsuch new owner provided such new owner does not disturb Tenant’s use, it being agreed that Landlord, occupancy or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality quiet enjoyment of the foregoing, Premises so long as Tenant agrees that Landlord may transfer its interest is not in material default of this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidLease.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has (and each of Landlord's successors-in-interest) shall have the right right, CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION from time to transfer time, to assign its interest and obligations, in writing and/or by operation of law, in and under this Lease to any third party to whom Landlord conveys its interest in the Demised Premises Property. Subject to the terms and provisions of the immediately succeeding sentence, once and if Landlord (and/or any successor to Landlord) shall convey its interest in this the Property to a third party, (a) Landlord (and each such successor) shall be fully released from all of the obligations and liabilities of Landlord under the Lease at any time Documents accruing on or after the date which is eighteen (18) months after of such transfer of Landlord's interest in the Commencement Date and subject Property to the provisions of Paragraph 52 hereofsuch third party, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and (b) Tenant agrees to look solely to the successor-in-interest of Landlord for all such obligations and liabilities accruing on or after the date of such transfer, provided such third-party transferee for assumes in writing all obligations of Landlord under the Lease Documents accruing on and after the date of such transfer. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord shall transfer or deliver said security, as such, to Landlord's obligations hereunder; providedsuccessor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security. Without limiting the foregoing, howeverupon acceptance of any Rent from Tenant, any such the transferee shall be deemed to have automatically and unconditionally assumed the all obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in under this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from accruing on and after the date of such transfer Landlord transfer, and Tenant shall be released from liability, as aforesaidentitled to rely upon such assumption.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term “Landlord” as used in this Lease at means only the owner, or the mortgagee in possession, for the time being of the Building or Property, or the owner of any time after lease of the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofBuilding or Property, and Tenant agrees so that in the event of any sale of said Building or Property, or of said lease, or in the event of a lease of said Building or Property, the transferring landlord shall be entirely freed and relieved of all obligations of Landlord hereunder, and it shall be deemed without further agreement between the parties or their successors in interest or between the parties and the transferee, purchaser or lessee at any such sale or lease of the Building or Property, that the transferee, purchaser or lessee of the Building or Property has assumed all obligations of Landlord hereunder, and Landlord’s assignment, sale or transfer Landlord of the Lease or of any of its rights herein shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordno manner affect Tenant’s obligations hereunder, and Tenant agrees to look solely shall thereafter attorn to such transferee for the assignee, transferee, purchaser or lessee, as Landlord. Any security given by Tenant to Landlord to secure performance of Landlord's Tenant’s obligations hereunder; provided, however, any such transferee shall hereunder may be deemed to have assumed the obligations of transferred by Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely successor in interest to Landlord's interest ; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the Demised Premises for the recovery terms of this Lease, Landlord shall thereby be discharged of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidfurther obligation relating thereto.

Transfer of Landlord’s Interest. Tenant acknowledges that If either (i) Landlord ------------------------------- has the right to transfer its sells, conveys or otherwise transfers (including, without limitation, by deed in lieu of foreclosure) any interest in the Demised Premises Property or (ii) any interest in the Property is conveyed or otherwise transferred by operation of law (including, without limitation, by foreclosure) (the events in (i) and in (ii) being herein described as a “Landlord’s Transfer”), the transferor is automatically relieved of all obligations on the part of Landlord under this Lease at any time from and after the date which is eighteen (18) months after of the Commencement Date and subject Transfer, provided that the transferor delivers to the provisions transferee any funds the transferor holds in which Tenant has an interest (such as a security deposit) and assumes all of Paragraph 52 hereofthe transferor’s duties and obligations, and Tenant agrees that in the event of as Landlord, hereunder. However, notwithstanding any such transfer Landlord shall automatically be released from all liability Landlord’s Transfer, the transferor remains entitled to the benefits of Tenant’s indemnity obligations under this Lease except for any liabilities with respect to matters arising or accruing prior during the transferor’s period of ownership and Tenant remains entitled to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance benefits of Landlord's ’s indemnity obligations hereunder; provided, however, any such transferee shall be deemed under this Lease with 60 respect to have assumed matters arising or occurring during the obligations transferor’s period of Landlord hereunder subject ownership. Notwithstanding anything contained herein to the conditions contrary, Landlord agrees and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, acknowledges that it being agreed that Landlord, will not transfer or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer assign its interest in this Lease before the Rent Commencement Date to any entity controlled by, controlling or under common control with party other than an Affiliate of Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid.

Transfer of Landlord’s Interest. Notwithstanding anything contained herein to the contrary, Tenant acknowledges that agrees that, except as set forth in Paragraph 24(a) above, neither Landlord ------------------------------- has nor any partner in Landlord or Beneficiary, as the right case may be, nor any other person having any interest, direct or indirect, immediate or more removed than immediate, in Landlord or Beneficiary, as the case may be, shall have any personal liability with respect to transfer its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to of the provisions of Paragraph 52 hereofthis Lease and Tenant shall look solely to the estate and property of Landlord in the Property for the satisfaction of Tenant's remedies, including without limitation, the collection of any judgment or the enforcement of other judicial process requiring the payment or expenditure of money by Landlord, and Tenant agrees that in the event no other assets of Landlord and Beneficiary (if Landlord is a trustee of a land trust) or its partners, or of any such other aforesaid person having an interest in Landlord or Beneficiary, as the case may be, shall be subject to levy, execution or other judicial process for the satisfaction of Tenant's claims; provided that the foregoing shall not limit Tenant's rights to injunctive relief or specific performance, to the extent applicable. Without limitation of the foregoing, upon each transfer Landlord of the Property and the landlord's interest in this Lease, the transferor shall automatically be released from all liability under this Lease except for any liabilities accruing to the extent Tenant asserts a specific liability prior to the date of such transfer for which Tenant has identified and except as set forth in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein containedParagraph 24(a) above. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled bya mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that, controlling or under common control with Landlordsubject to the other provisions of this Paragraph, that acquires Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee (the "Purchaser") for the performance of Landlord's obligations hereunder; provided. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Premises or Building, Tenant shall, at the election of such transferee, be bound to such transferee for -11- the balance of the Term hereof remaining, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its Landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Landlord's successor(s) will at Tenant's request enter into a writing affirming the enforceabilty of Tenant's leasehold interest so long as Tenant fulfills its obligations hereunder. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such transferee extensions and renewals, shall be deemed to have assumed and are the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, same as aforesaidthose set forth herein.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term "Landlord" as used in this Lease at means only the owner, or the mortgagee in possession, for the time being, of the Building or Property, or the owner of any time after ground lease or lease of the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofBuilding or Property, and Tenant agrees so that in the event of any such transfer sale of said Building or Property, or of said lease, or in the event of a lease of said Building or Property, Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any liabilities accruing prior such sale or lease of the Building or Property, that the purchaser, or the lessee of the Building or Property, has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder. Any security given by Tenant to Landlord to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to the date successor in interest to Landlord; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the terms of this Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Landlord's assignment, sale or transfer for which of the Lease or of any or all of its rights herein shall in no manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and look to such assignee, as Landlord, provided Tenant first has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to of such transferee for the performance assignment of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidinterest.

Transfer of Landlord’s Interest. Notwithstanding the provisions of ------------------------------- this Section 29.5, Landlord shall not be released from its liabilities or obligations under this Lease, until the Tenant Improvements have been completed pursuant to Section 2 of Exhibit 'B" and Landlord has satisfied all of its ----------- financial obligations with respect thereto. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Real Property and Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Lease. Tenant agrees that in the event of any a transfer of fee title and provided that such transfer transferee is a bona fide purchaser and agrees in writing to perform all of Landlord's obligations thereafter accruing, Landlord shall automatically be released from all liability under this Lease except for any liabilities thereafter accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any hereunder arising or accruing after the date of transfer upon agreement by such transferee shall to fully assume and be deemed to have assumed the liable for all obligations of this Lease to be performed by Landlord hereunder subject which first accrue or arise after the date of the conveyance, and Tenant shall attorn to the conditions and limitations herein containedsuch transferee. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled bya mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that unless and until such mortgage lender succeeds to Landlord's interest and obligations hereunder, controlling or under common control with Landlord, that acquires Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a direct or indirect wholly owned subsidiary of DLR, in part. Notwithstanding the foregoing, in connection with any assignment in part to a wholly-owned subsidiary, (i) Landlord shall provide a written notice to Tenant acknowledges specifying the rights and obligations so assigned and (ii) Landlord shall guaranty the performance of the obligations assigned to such wholly-owned subsidiary; provided, however, Landlord’s maximum liability under such guaranty shall not exceed the maximum liability it would have had under this Lease if such obligations had not been assigned. Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents and the Operating Agreement insofar as it affects the Building and this Lease (but no other DLR Landlord is released from its obligations under any other MMR Lease or the Operating Agreement) upon their transfer of Landlord’s interest in the Property to a third party provided that Landlord’s transferee assumes all of Landlord’s obligations under the Lease Documents. Provided that Landlord’s transferee assumes all obligations of Landlord ------------------------------- has under the right to Lease Documents, Landlord shall not be liable for any obligation under the Lease Documents after a transfer of its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, Property and Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transferee for transfer. If any security has been given by Tenant to secure the faithful performance of Landlord's obligations hereunder; provided, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoingcovenants of this Lease, Tenant agrees that Landlord may transfer its or deliver said security, as such, to Landlord’s successor in interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer thereupon Landlord shall be released discharged from liability, as aforesaidany further liability with regard to said security.

Transfer of Landlord’s Interest. Tenant acknowledges that In the event of the sale, assignment or transfer by Landlord ------------------------------- has the right to transfer of its interest in the Demised Premises and Building or in this Lease at any time after (other than a collateral assignment to secure a debt of Landlord) to a successor in interest who expressly assumes the date which is eighteen (18) months after the Commencement Date obligations of Landlord hereunder, Landlord shall thereupon be released or discharged from all of its covenants and subject obligations hereunder, except such obligations as shall have accrued prior to the provisions of Paragraph 52 hereof, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate sale, assignment or by written notice to Landlord, transfer; and Tenant tenant agrees to look solely to such transferee successor in interest of Landlord for performance of such obligations. Any security given by Tenant to Landlord to secure performance by Tenant of its obligations hereunder may be assigned by Landlord to such successor in interest of Landlord; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the performance obligation to account to Tenant for such security in accordance with the terms of the Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Landlord's assignment of the Lease or of any or all of its rights herein shall in on manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and look to such assignee, as Landlord, provided Tenant has first received written notice of such assignment of Landlord's obligations hereunder; providedinterest. Landlord shall have the right to freely sell, however, any such transferee shall be deemed to have assumed the obligations of Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, assign or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may otherwise transfer its interest in the Building and/or this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidLease.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunder; provided, however, any hereunder after the date of transfer and such transferee shall be deemed to have fully assumed the and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee; provided, however, Landlord hereunder subject shall remain responsible to Tenant for Landlord’s obligations which arose prior to the conditions date of such transfer pursuant to the terms and limitations herein containedcondition of this Lease. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Building and such transferee shall be without personal liability under this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, a mortgage lender as additional security and agrees that acquires such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term "Landlord" as used in this Lease at any means only the owner or the mortgagee in possession for the time after being of the date which is eighteen (18) months after Buildings or Property or the Commencement Date and subject to owner of the provisions Lease of Paragraph 52 hereof, and Tenant agrees the Buildings or Property so that in the event of any such transfer sale of said Buildings or Property or said Lease, or in the event of a lease of said Buildings, Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for any liabilities accruing prior to the date covenants and obligations of transfer for which Tenant has identified in an estoppel certificate or by written notice to LandlordLandlord hereunder, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale or lease of the Buildings or Property, that the purchaser or the lessee of the Buildings or Property has assumed and agreed to have assumed the carry out any and all covenants and obligations of Landlord hereunder subject hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed that the liability of the Landlord hereunder shall be limited to the equity of the Landlord in the Property in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions and limitations herein containedagreements of this Lease to be performed by Landlord. In furtherance of the foregoing, the Tenant hereby agrees to look that any judgment it may obtain against Landlord as a result of the breach of this Lease as aforesaid shall be enforceable solely to against the Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being Property. It is further agreed that Landlordnone of the stockholders, officers, directors or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directorsheirs of stockholders, officers or shareholders, or if Landlord is a limited liability company, its members or managers, directors of Tenant shall never be personally liable with respect to any covenants or conditions of this Lease. Any security given by Tenant to Landlord to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to the successor in interest to Landlord; and, upon acknowledgement by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such judgmentsecurity in accordance with the terms of this Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Without limiting the generality Landlord's assignment, sale or transfer of the foregoingLease or of any or all of its rights herein shall in no manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and look to such assignee as Landlord; provided, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with first has written notice of such assignment of Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid's interest.

Transfer of Landlord’s Interest. Tenant acknowledges that In the event of the sale, assignment or transfer by Landlord ------------------------------- has the right to transfer of its interest in the Demised Premises and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereof, and Tenant agrees that or in the event Lease (other than a collateral assignment to secure a debt of Landlord) to a successor-in-interest who has a net worth of at least one million dollars ($1,000,000.00) and who expressly assumes in writing the obligations hereunder, except with respect to such obligations as shall have accrued prior to any such transfer Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate sale, assignment or by written notice to Landlordtransfer, and Tenant agrees to look solely to such transferee successors-in-interest of Landlord for the performance of Landlord's ’s obligations under this Lease. Any securities given by Tenant to Landlord to secure performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to such successor-in-interest of Landlord, and, upon acknowledgment by such successor of receipt of such security and its express written assumption of the obligation to account to Tenant for such security in accordance with the terms if this Lease, Landlord shall thereby be discharged of any further obligation relating thereto. Landlord’s assignment of this Lease or of any or all of its rights herein shall in no manner affect Tenant’s obligations hereunder; provided. Tenant shall thereafter attorn and look to such assignee, howeveras Landlord, any provided Tenant has first received written notice of such transferee shall be deemed to have assumed the obligations assignment of Landlord hereunder subject Landlord’s interest. Notwithstanding anything to the conditions and limitations herein containedcontrary herein, Landlord shall not sell the Land or the Premises or any interest therein prior to the Commencement Date. If Landlord breaches the preceding covenant, Tenant agrees shall have the right to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality take over completion of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with construction of the Improvements on the account of Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer its interest in the Demised Premises and The term "Landlord" as used in this Lease at means only the owner, or the mortgagee in possession, for the time being of the Building or Property, or the owner of any time after lease of the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofBuilding or Property, and Tenant agrees so that in the event of any sale of said Building or Property, or of said lease, or in the event of a lease of said Building or Property, the transferring landlord shall be entirely freed and relieved of all obligations of Landlord hereunder, and it shall be deemed without further agreement between the parties or their successors in interest or between the parties and the transferee, purchaser or lessee at any such sale or lease of the Building or Property, that the transferee, purchaser or lessee of the Building or Property has assumed all obligations of Landlord hereunder, and Landlord's assignment, sale or transfer Landlord of the Lease or of any of its rights herein shall automatically be released from all liability under this Lease except for any liabilities accruing prior to the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordno manner affect Tenant's obligations hereunder, and Tenant agrees to look solely shall thereafter attorn to such transferee for the performance assignee, transferee, purchaser or lessee, as Landlord, provided Tenant first has written notice of such transfer, assignment, purchase or lease of Landlord's interest. Any security given by Tenant to Landlord to secure performance of Tenant's obligations hereunder; provided, however, any such transferee shall hereunder must be deemed to have assumed the obligations of transferred by Landlord hereunder subject to the conditions and limitations herein contained. Tenant agrees to look solely successor in interest to Landlord's interest ; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the Demised Premises for the recovery terms of this Lease, Landlord shall thereby be discharged of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidfurther obligation relating thereto.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord The term "Landlord" as used in ------------------------------- has the right to transfer its interest in the Demised Premises and in this Lease at any means only the owner or the mortgagee in possession for the time after being of the date which is eighteen (18) months after Building or Property or the Commencement Date and subject to owner of the provisions lease of Paragraph 52 hereof, and Tenant agrees the Building or Property so that in the event of any such transfer sale of said Building or Property of said lease, or in the event of a lease of said Building, Landlord shall automatically be released from and hereby is entirely freed and relieved of all liability under this Lease except for any liabilities accruing prior to the date covenants and obligations of transfer for which Tenant has identified in an estoppel certificate or by written notice to LandlordLandlord hereunder, and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder; provided, however, any such transferee it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale or lease of the Building or Property, that the purchaser or the lessee of the Building or Property has assumed and agreed to have assumed the carry out any and all covenants and obligations of Landlord hereunder subject hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood and agreed that the liability of the Landlord hereunder shall be limited to the equity of the Landlord in the Property in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions and limitations herein containedagreements of this Lease to be performed by Landlord. In furtherance of the foregoing, the Tenant hereby agrees to look that any judgment it may obtain against Landlord or Landlord's general partners as a result of the breach of this Lease as aforesaid shall be enforceable solely to against the Landlord's interest in the Demised Premises Property. Any security given by Tenant to Landlord to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to the successor in interest to Landlord; and, upon acknowledgment by such successor of receipt of such security and its express assumption of the obligation to account to Tenant for such security in accordance with the recovery terms of this Lease, Landlord shall thereby be discharged of any judgment from further obligation relating thereto. Landlord's assignment, sale or transfer of the Lease or of any or all of its rights herein shall in no manner affect Tenant's obligations hereunder. Tenant shall thereafter attorn and look to such assignee, as Landlord, it being agreed that provided Tenant first has written notice of such assignment of Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaid's interest.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- Xxxxxxxx has the right to transfer all or any portion of its interest in the Demised Premises Project and Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant Xxxxxx agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all remaining liability accruing under this Lease except for any liabilities accruing prior to after the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordsuch transfer, and Tenant Xxxxxx agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunder; providedhereunder after the date of transfer. Notwithstanding the foregoing, however, any such transferee shall be deemed to have assumed if the obligations of Landlord hereunder subject to originally named in this Lease (the conditions and limitations herein contained. Tenant agrees to look solely to “Original Landlord's ”) assigns or otherwise transfers its fee interest in the Demised Premises Building prior to (a) substantial completion of the initial Tenant Improvements required to be completed by Landlord pursuant to the Tenant Work Letter and (b) the distribution of the entire remaining balance of the Tenant Improvement Allowance (if any) required to be distributed by Landlord pursuant to the terms and conditions of the Tenant Work Letter and except to the extent that it has been finally adjudicated (by any judicial decision, binding arbitration, settlement agreement or otherwise), that the Tenant Improvement Allowance (or portion thereof) is not due and payable by Original Landlord (collectively, the obligations referred to in clauses (a) and (b) above are referred to in this Section 29.5 as the “Original LL Requirements”) and further provided that the transferee of Original Landlord’s fee interest in the Project does not expressly assume Original Landlord’s obligations respecting the Original LL Requirements in writing, then Original Landlord shall within ten (10) business days following such assignment or transfer put into a third party escrow account designated by Original Landlord (which escrow shall be jointly paid for by Landlord and Tenant) for distribution to the recovery Contractor (as defined in the Tenant Work Letter) on a progress payment basis pursuant to Original Landlord’s standard disbursement procedure and upon receipt of the appropriate conditional and/or unconditional lien releases, an amount equal to the lesser of: (i) the remaining balance of the Landlord Costs (as defined in the Tenant Work Letter) and (ii) the balance of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality unpaid portion of the foregoing, Tenant agrees that Landlord may transfer its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, that acquires the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidImprovement Allowance.

Transfer of Landlord’s Interest. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises and Real Property, the Building and/or in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer (to the extent such obligations are assumed by the transferee), Landlord shall automatically be released from all liability under this Lease except for any liabilities accruing prior to not accrued as of the date of the transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlord, and Tenant agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunder; provided, however, any hereunder after the date of transfer and such transferee shall be deemed to have fully assumed the and be liable for all obligations of this Lease to be performed by Landlord hereunder subject and Tenant shall attorn to the conditions and limitations herein contained. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgmenttransferee. Without limiting the generality of the foregoing, it is acknowledged and agreed that the liability of Landlord under this Lease is limited to its actual period of ownership of title to the Building. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Real Property or Building (including all rental, insurance and condemnation proceeds therefrom); provided, any such transferee shall be obligated to comply with all of Landlord’s obligations under the Work Letter including, without limitation, payment of the Tenant agrees Improvement Allowance. Tenant further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, a mortgage lender as additional security and agrees that acquires such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.

Transfer of Landlord’s Interest. If at any time during the Lease Term, Landlord elects to market any portion of the Project, including the Building, for sale, Landlord shall, as a courtesy to Tenant, provide to Tenant no less than thirty (30) days’ prior Notice of Landlord’s intention to market the same. Tenant acknowledges that Landlord ------------------------------- has the right to transfer all or any portion of its interest in the Demised Premises Project and Building and in this Lease at any time after the date which is eighteen (18) months after the Commencement Date and subject to the provisions of Paragraph 52 hereofLease, and Tenant agrees that in the event of any such transfer transfer, Landlord shall automatically be released from all liability not accrued under this Lease except for any liabilities accruing prior to as of the date of transfer for which Tenant has identified in an estoppel certificate or by written notice to Landlordthe transfer, and Tenant agrees to look solely to such transferee for the performance of Landlord's ’s obligations hereunder; provided, however, hereunder after the date of transfer upon agreement by such transferee to fully assume and be liable for the obligations of this Lease to be performed by Landlord after the date of transfer and Tenant shall attorn to such transferee. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Project and Building and such transferee shall be deemed to have assumed the obligations without personal liability under this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of Landlord hereunder subject to the conditions itself and limitations herein containedall persons claiming by, through or under Tenant. Tenant agrees to look solely to Landlord's interest in the Demised Premises for the recovery of any judgment from Landlord, it being agreed that Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall never be personally liable for such judgment. Without limiting the generality of the foregoing, Tenant agrees further acknowledges that Landlord may transfer assign its interest in this Lease to any entity controlled by, controlling or under common control with Landlord, a mortgage lender as additional security and agrees that acquires such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the Demised Premises and from and after such transfer Landlord shall be released from liability, as aforesaidperformance of its obligations hereunder.