Common use of Non-Disturbance Clause in Contracts

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; consent (f) except any assignment other than amendments memorializing the rights of Tenant to exercise an Extension Option or sublet permitted Right of First Offer under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (gLease) bound by or responsible for any security deposit not actually received by Agent; (hf) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (ig) liable for consequential damages; or (jh) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything to the contrary, nothing contained herein to be contraryshall limit Tenant’s express remedies set forth in Section 6.1 of the Lease, nor relieve Agent shall have absolutely no or Purchaser of the obligation to perform any cure ongoing defaults that are continuing following the date that Agent or Purchaser succeeds to the interest of Landlord’s construction covenants Landlord under the Lease, provided that if the Agent shall not perform or Purchaser, as applicable, is given written notice of such covenants default and thereafter fails to cure the same within the period provided for in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT E shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT E or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease) , Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as would entitle EXHIBIT E from each Holder of any Encumbrance in effect as of the lessor date of this Lease, confirming that the existence of the "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease constitute a default by Tenant under this Lease). If Landlord fails to terminate deliver the Lease or would causerequired SNDA(s) within the 15-day period, without any further action on the part of such lessorthen, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderas Tenant's sole and exclusive remedy, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s).

Non-Disturbance. So The Lender and the Tenant each covenant and agree with the other and the Agents as follows: if it becomes necessary to foreclose the Mortgage, the Lender agrees that it will not join the Tenant or the Agents in such foreclosure proceedings or enforce any rights of the Lender under the Mortgage to disturb the Tenant’s quiet possession of the Premises or to foreclose the First Lien Collateral Agent Security or the Second Lien Collateral Agent Security so long as no the Tenant is not in default existsunder any of the terms, nor any event has occurred which has continued to exist for such period covenants, or conditions of time (after notice, if any, required by the Lease) as would entitle ; if the lessor Lender succeeds to the interest of the Landlord under the Lease for any reason, the Lender and the Tenant covenant with each other and with the Agents that the Lender will be bound to terminate the Tenant under all of the terms, covenants, and conditions of the Lease or would causeand any Ancillary Agreements; except as provided in the Lease, without any further action on if the part Lease is terminated by the Lender before the expiry of such lessor, the termination term of the Lease or would entitle such lessor to dispossess the lessee thereunder, any extension or renewal of the Lease shall not be terminated, nor shall such lessee’s use, possession during the exercise of its rights or enjoyment of the Leased Premises or rights remedies under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in if the event that Agent takes possession Lender becomes the owner of the Property pursuant to any provisions Premises by reason of foreclosure of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right otherwise or if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease Premises are sold as a result of any such action or proceeding to foreclose the Mortgage, and if at the date of such termination or deed change in lieu of any such action or proceeding (hereinafter called ownership the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification is not in default of the Lease, made without then the Lender will, on receipt of the written notice of the Tenant (or either Agent’s prior written consent; (f) except , or any assignment third party of either of the Agents or sublet permitted any third party succeeds to the interest of the Tenant under the Lease for any reason including the exercise of its rights and remedies under the Security or otherwise) to do so, grant (or cause to be granted to) the Tenant (or the either Agent or any third party purchaser) a new lease (the “New Lease”) of the Premises for the portion of the term of the Lease remaining unexpired and new Ancillary Agreements and otherwise on the same terms and conditions as the Lease and the Ancillary Agreements except that in the New Lease, the landlord will be the Lender or the then owner of the Premises; if the Lender at any time sells, assigns or otherwise transfers the Mortgage, the Lender will require, as a condition precedent of such sale, assignment or transfer, that the purchaser, assignee, or transferee agree in writing with the Tenant and each Agent to which Landlord’s consent is not required, assume and be bound by any assignment the terms of this Agreement as if such purchaser, assignee, or sublettransferee had executed this Agreement in place of the Lender; upon the assumption of the obligations set out in this Agreement by a purchaser or assignee of the Lender’s interest, made without Agent’s prior written consentthe Lender shall be released from all obligations under this Agreement and the Lease; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach this Agreement will terminate upon the earlier of: the expiry of warranties or representations of any nature under the Lease and all Ancillary Agreements or otherwise including without limitation any warranties if renewed or representations respecting useextended, compliance the expiry of such renewal or extension, in accordance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the terms of the Lease and all Ancillary Agreements or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged provided in this Agreement; and agreed that Tenant’s sole remedy in the event discharge of such default shall be to proceed against Purchaser’s or Agent’s the Mortgage; and the Mortgage does not create a security interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of LandlordTenant’s construction covenants under Trade Fixtures (as such term is defined in the Lease, provided ) or any personal property of the Tenant and that if Agent the Tenant’s Trade Fixtures shall not perform such covenants in remain the event personal property of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentTenant.

Non-Disturbance. So long as no default exists, nor any Purchaser and Manager agree that in the event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease terminates prior to terminate the Lease expiration or would cause, without any further action on the part of such lessor, the earlier termination of the Lease or would entitle such lessor Term, so long as (i) there exists no uncured Manager Event of Default and (ii) Owner is not otherwise entitled to dispossess the lessee thereunder, the Lease terminate this Agreement: (a) Manager shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or disturbed in its rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “this Agreement by Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to Purchaser shall assume the construction obligations of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the LeaseOwner under this Agreement; or and (c) subject Manager shall attorn to any offsets or defenses which Tenant might have against any prior landlord (including Purchaser and recognize Purchaser as the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted “Owner” under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Propertythis Agreement. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant Purchaser shall have the right to terminate assign all of its right, title and interest in, to and under this Agreement to a new tenant (a “Substitute Tenant”) to which Purchaser shall lease the Hotels (pursuant to a lease which imposes no greater risks, obligations, duties or liability on Manager than the Lease (assuming the same had not been terminated) and for a term equal to the unexpired term of this Agreement) which Substitute Tenant shall expressly assume all of the Owner’s obligations under the Lease this Agreement. Upon such assignment to, and to pursue any and assumption by, a Substitute Tenant, Purchaser shall be relieved of all legal remedies it may have against Landlord and any third parties future obligations arising under this Agreement (other than Agentany expressly imposed on Purchaser pursuant to Sections 4.2 through and including 4.7), Manager shall attorn to the Substitute Tenant and recognize the Substitute Tenant as the “Owner” under this Agreement, and the term “Lease” as used in this Agreement shall be deemed to refer to such lease between Purchaser and the Substitute Tenant.

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any person or entity or any of time (after notice, if any, required by their successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "NEW OWNER") shall succeed to terminate the interests of Landlord under the Lease, so long as (i) the Lease or would causeis then in full force and effect, without (ii) Tenant complies with this Agreement, and (iii) no default after the giving of any further action required notice, and expiration of any applicable grace period, under the Lease (a "DEFAULT") on the part of such lessorTenant exists under the Lease, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, then the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof (it being agreed that if the conditions in the aforesaid clauses (i) through (iii) are not met, then the New Owner shall not be terminated, nor shall such lessee’s use, possession or enjoyment of obligated to recognize this Lease on the Leased Premises or rights under terms and conditions contained herein and the Lease may be interfered with in any foreclosure terminated by New Owner and such termination may occur or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease be effected by Lender naming Tenant as a result of any such defendant or subordinate party in a foreclosure action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation brought by Lender with respect to the construction of the Property or Loan). Tenant hereby agrees to attorn to and accept any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior such New Owner as landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue be bound by and perform all of the obligations imposed by the Lease, and Lxxxxx, or any such New Owner, agrees that it will not disturb the possession of Tenant and will be bound by all legal remedies it may have against of the obligations imposed on the Landlord and by the Lease; provided, however, that any third parties other than Agent.New Owner shall not be:

Non-Disturbance. So long as no Tenant pays all rents and other charges as specified in the Lease and is not otherwise in default existsof any of its obligations and covenants pursuant to the Lease beyond any applicable grace or cure periods thereunder, nor Lender agrees that, subject to the terms and conditions of this Agreement, (i) if any event has occurred which has continued to exist action or proceeding is commenced by Lender or at Lender's behest for such period the foreclosure of time (after notice, if any, required by the Lease) as would entitle Deed of Trust or the lessor sale of the Property or other realization under the Lease Loan Documents, whether by foreclosure, deed in lieu of foreclosure or in any other proceedings made or brought to terminate enforce the Lease rights of Lender, or would causeby any successor to Lender, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Tenant shall not be terminatednamed as a party therein (unless Lender is required to name Tenant in order to file a foreclosure action) (unless required by law to properly foreclose upon the Deed of Trust), nor shall such lessee’s use, possession or enjoyment and the sale of the Leased Premises or rights under the Lease be interfered with Property in any foreclosure or other such action or proceeding in and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result exercise by Lender of any such action or proceeding and at the time of its other rights under the Deed of Trust shall be made subject to all rights of Tenant under the Lease,, and (ii) regardless of whether Landlord names Tenant in such foreclosure action or deed in lieu other proceeding made or brought to enforce the rights of Lender or any successor to Lender, provided that at the time of any such action or proceeding (hereinafter called and at the “Purchaser”) nor Agent if Agent takes time of any such sale or exercise of any such other rights, Tenant shall not be declared in default, and no event shall have occurred which with the giving of notice or passage of time or both could result in a default, under any of the terms, covenants or conditions of the Lease on Tenant's part to be observed or performed Tenant's possession of the Property shall Demised Premises and Tenant's other rights under the Lease will not be (a) liable for any act disturbed, modified, enlarged or omission of any prior landlord (including otherwise affected during the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification term of the Lease, made without Agent’s prior written consent; (f) except as said term may be extended pursuant to the terms of the Lease, and any assignment or sublet permitted successor in interest to the rights and obligations of the Landlord under the Lease as to which Landlord’s consent is not required, bound will abide by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach the provisions of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event unconditionally assume all obligations of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Landlord under the Lease, provided that if Agent shall not perform such covenants notwithstanding any other provisions in the event Deed of Trust. For purposes of this paragraph, a foreclosure shall include a sheriff's or deed trustee's sale under the power of sale contained in the Deed of Trust and any other transfer of the Landlord's interest in the Project Property under peril of foreclosure, including without limiting the generality of the foregoing, an assignment or sale in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentforeclosure.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Security Deed or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such the lessor under the Lease to dispossess exercise any other remedy available to it on account of Tenant defaults under the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which lessee under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (d) bound by any rent base rent, or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, sublease of the lessee's interest in the Lease made without Agent’s obtaining Lender's prior written consent; consent (g) bound by such consent not to be unreasonably withheld or responsible for any security deposit delayed), except where the consent of the Landlord is not actually received by Agent; (h) liable for or incur any obligation with respect required pursuant to any breach the provisions of warranties or representations Section 6.1.6 of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesin which event no consent of Lender shall be required); or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the PropertyProperty and the rents, or other proceeds arising therefrom. Notwithstanding anything contained In the event that Lender acquires title to or possession of all or any part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender does not intend to perform the Construction Obligations. A notice delivered by the Lender pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender, requesting that Lender deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender shall not be contraryobligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender delivers an Opt-In Construction Notice as aforesaid, Agent then Lender shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender shall have absolutely no obligation to perform any the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of Landlord’s construction covenants under such election to Lender. If Tenant elects to terminate the Lease, provided that if Agent the Lease shall not perform such covenants be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender shall have any further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the event Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of foreclosure the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or deed transferee. Notwithstanding anything to the contrary contained in lieu thereof this Section, if Lender so transfers, assigns or conveys all right, title and within a reasonable time following taking interest of possession by Agentthe Lender in and to the Security Deposit, if applicable, as aforesaid, then Tenant Lender shall have no liability for the right to terminate its obligations under return of the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deposit.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure or the exercise of any similar rights under the Mortgage, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term now provided thereunder, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, and the sale of the Property in any such lessor action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to dispossess all rights of Tenant under the lessee thereunderLease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to the Property, and any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Mortgage (but Tenant’s rights and Landlord’s obligations set forth in Sections 14.2 and 14.4 of the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlordaffected by this proviso); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant might then have against any prior landlord (including the Landlord)lessor; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consentconsent which shall not be unreasonably withheld; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Xxxxxx's prior written consent; (g) bound by or responsible for any security deposit consent which shall not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesbe unreasonably withheld; or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s Xxxxxx's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Xxxxxx's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentXxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Demised Premises or Tenant’s rights under the Lease be interfered with in any foreclosure or other action or proceeding in Lease, and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting useMortgage; provided, compliance with zoninghowever, Landlord’s titleif the Premises and Building are not restored following such casualty, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to Acquiring Party will be performed thereunder as lessor, it being acknowledged and agreed that bound by Tenant’s sole remedy termination rights set forth in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Notwithstanding anything contained in this Article to the contrary, for so long as Tenant is not in default (after receipt of written notice and the expiration of any applicable cure period ) of its obligation to pay any Base Rent or any Additional Rent payable pursuant to Article 5 hereof and no default Event of Default then exists, nor Landlord shall obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (hereinafter referred to as an “SNDA”) for the benefit of Tenant from the holder of each new superior mortgage that becomes effective after the date hereof and from the lessor under each superior lease that becomes effective after the date hereof, each of which SNDA’s shall be on the standard form then utilized by such holder or lessor and shall be executed by Tenant and returned to Landlord within fifteen (15) Business Days of Landlord’s request therefor. Notwithstanding the foregoing, if Tenant fails to execute, acknowledge or deliver to Landlord or to such holder or lessor such SNDA, this Lease shall be subordinate to such superior mortgage or superior lease, as the case may be, as set forth in this Article, and Landlord shall be deemed to have fulfilled all of its obligations under this Section with respect to obtaining an SNDA from such holder or lessor, as the case may be. (For the purposes of the preceding sentence, a “holder” or “lessor” shall include a person who, at the time such SNDA is delivered to Tenant, is not yet a holder of a superior mortgage or a lessor under a superior lease, but is a prospective holder or a prospective lessor who thereafter becomes an actual holder of a superior mortgage or an actual lessor under a superior lease, as the case may be.) Landlord shall be responsible for any event has occurred which has continued to exist fees or expenses charged by the mortgagee or lessor for such period of time (after noticeSNDA and for Landlord’s legal fees and expenses, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentstherewith, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property but Tenant shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy own legal fees and expenses, if any, in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentconnection therewith.

Non-Disturbance. So long If any action or proceeding is commenced by Lender for --------------- the foreclosure of the Mortgage or the sale of the Property or to enforce Lender's rights against Landlord under the Mortgage or the Note or other obligations secured thereby, Tenant shall not be named as no default existsa party therein unless such joinder shall be required by law, provided, however, such joinder shall not, nor shall any event has occurred which has continued to exist for such period (i) suit, action, or proceeding upon the Mortgage or the Note or other obligation secured thereby, (ii) the foreclosure of time the Mortgage, (after noticeiii) the enforcement of any rights under the Mortgage, if any, required (iv) any other document held by the LeaseLender, (v) as would entitle any judicial sale or execution or other sale of the lessor Property including the premises leased by the Tenant (the "Demised Premises"), (vi) any deed given in lieu of foreclosure, (vii) the exercise of any other rights given to the Lender by any other documents, (viii) a matter of law, or (ix) any default under the Lease to terminate Mortgage or the Lease Note or would causeother obligation secured thereby, without any further action on the part of such lessor, result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee Tenant's possession or use of the Demised Premises demised thereunder, and the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment sale of the Leased Premises Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Lease be interfered with in any foreclosure Note or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in shall be made subject to all rights of Tenant and obligations of Landlord under the event Lease, provided that Agent takes possession at the time of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result commencement of any such action or proceeding or deed in lieu at the time of any such action sale or proceeding exercise of any such other rights (hereinafter called a) the “Purchaser”term of the Lease shall have commenced pursuant to the provisions thereof, (b) nor Agent if Agent takes Tenant shall be in possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants premises demised under the Lease, provided that if Agent (c) the Lease shall be in full force and effect and (d) Tenant shall not perform such be in default past applicable grace or cure periods under any of the terms, covenants in the event or conditions of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and or of this Agreement on Tenant's part to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentbe observed or performed.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor Landlord under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action or 106 proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord lessor under the Lease provided that nothing herein shall (including i) relieve such Purchaser or Lender from curing any continuing non-monetary defaults of Landlord after receipt of requisite notices from Tenant, all in accordance with the Landlord)Lease or (ii) impair the Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any continuing monetary defaults of Landlord under the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which Tenant under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets offsets, abatements or defenses which the Tenant under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset, abatement or defense and opportunity to cure the same in accordance with Paragraph 9 below; or (d) bound by any rent base rent, or additional rent any other payments which the Tenant under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, sublease of the Tenant's interest in the Lease made without Agent’s obtaining Lender's prior written consent; consent (g) bound by such consent not to be unreasonably withheld or responsible for any security deposit delayed), except where the consent of the Landlord is not actually received by Agent; (h) liable for or incur any obligation with respect required pursuant to any breach the provisions of warranties or representations Section 6.1.6 of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesLease; or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessorLandlord, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contraryProperty and the rents, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentproceeds arising therefrom.

Non-Disturbance. So Landlord represents that the demised premises are not subject to a mortgage, security interest or other encumbrance. In the event the Landlord sells, assigns, mortgages, encumbers, hypothecates or otherwise transfers (a "Transfer") the demised premises, Landlord will execute 30 days prior to such transfer, with 15 days written notice to tenant prior to execution, a non-Disturbance agreement with the holdover of such interest in the following form and substance: If, at any time, the holder of an interest in the demised premises ("Lender") or any person or entity or any of their successors or assigns who shall acquire the interest of the Landlord under the lease through a foreclosure of a security instrument, the exercise of power of sale under a security instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or through a Transfer, as the term is defined above, or otherwise (each a "New Owner") shall succeed to the interests of Landlord under the Lease, so long as no 1) the Lease is then in full force and effect, 2) Tenant complies with this Agreement and is not in default existswhich cannot be cured, nor and 3) the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to atorn and accept any event has occurred which has continued such New Owner as landlord under the Lease and to exist for such period be bound by and perform all of time (after notice, if any, required the obligations imposed by the Lease) as would entitle , and Lender, or any such New Owner of the lessor under Property, agrees that it will not disturb the Lease to terminate possession of Tenant and will be bound by all of the Lease or would cause, without any further action obligations imposed on the part of such lessor, Landlord by the termination of the Lease Lease. Nothing contained herein shall prevent Lender from naming or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with joining Tenant in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance initiated by Lender pursuant to the Lease; Security Instrument to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or (c) subject to any offsets other remedy, but such naming or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification joinder shall not be in derogation of the Leaserights of Tenant as set forth in this Agreement. RENAISSANCE ACQUISITIONS, made without Agent’s prior written consent; LLC, By: /s/ Kennxxx Xxxxxx --------------------------- Kennxxx Xxxxxx, REAL MEDIA, INC., By: /s/ Mark Xxxxxxx --------------------------- Mark Xxxxxxx, 28 ADDENDUM TO LEASE DATED FEBRUARY 1, 1999 BETWEEN RENAISSANCE ACQUISITIONS LLC (fHEREINAFTER "LANDLORD") except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not requiredAND REAL MEDIA, bound by any assignment or subletINC., made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.HEREINAFTER "TENANT")

Non-Disturbance. So long as there is no default existsthen existing Lease Default (as defined below), nor Lender shall not, in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Security Document, or the lessor under the Lease other Loan Documents, or otherwise available to terminate the Lease Lender at law or would causein equity, without any further action on the part of such lessor, the termination disturb or otherwise interfere with Tenant's quiet enjoyment or possession of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or any of Tenant's other rights under the Lease be interfered with (including, but not limited to, Tenant's purchase option). As used in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor this Agreement a “Lease Default” means a default by Tenant under the Lease which was not cured during the applicable grace and cure periods provided for in the Lease, such that Landlord would have had such the right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under to terminate the Lease as a result of such default. Without limitation of the foregoing, and so long as no Lease Default then exists, Lender agrees that (i) Tenant will not be named as a party to or otherwise joined in any foreclosure or other enforcement proceeding instituted by Lender under the Loan Documents, unless such joinder is required by law as a condition to realize upon Lender's security interest in the property encumbered by the Security Document, and then only to the limited extent so required, but in no event shall any action be taken in such proceeding that seeks affirmative relief against Tenant or would violate or is inconsistent with the terms of this Agreement or Tenant's rights under the Lease; (ii) any sale or other transfer of the Premises, pursuant to foreclosure or any voluntary conveyance or other proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall foreclosure, will be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and all of Tenant's rights thereunder; and (iii) upon any sale or other transfer of the Premises the Lease will continue in full force and effect as a direct lease between Tenant and the Successor Landlord pursuant to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSection 3 below.

Non-Disturbance. So long as no default existsIf any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, neither Tenant nor any event has occurred which has continued senior secured lender, subordinate senior lender, purchase money equipment lender or equipment lessor of Tenant that is a party with Landlord to exist for any consent, waiver or agreement pursuant to Section 32 of the Lease (hereinafter "Tenant's Lender") shall be named as a party to such period of time (after notice, if any, action or proceeding unless such joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, disturb or interfere with Tenant's possession or enjoyment use of the Leased Premises premises demised thereunder or any of Tenant's other rights under the Lease be interfered with or any rights of Tenant's Lender (including, without limitation, Tenant's current senior secured lenders pursuant to the terms of that certain Landlord's Waiver and Agreement the "(Landlord's Waiver and Agreement") dated as of the date of the Lease among Tenant, Landlord and XX Xxxxxx Xxxxx Bank, N.A., as agent for Tenant's current senior secured lenders), except as specifically set forth elsewhere in this Agreement, and the sale of the Property in any foreclosure or other such action or proceeding in and the nature exercise by Lender of foreclosure instituted any of its other rights under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage Note or the Assignment Security Instrument shall be made subject to all rights of Rents, unless the lessor Tenant under the Lease would have had such right if and any rights of any Tenant's Lenders (including, without limitation Tenant's current senior secured lenders under the Mortgage or Landlord's Waiver and Agreement), provided that at the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest time of the lessor under the Lease as a result commencement of any such action or proceeding or deed in lieu at the time of any such action sale or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission exercise of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction such other rights, an Event of the Property or any improvements of the Leased Premises or the PropertyDefault, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of as defined in the Lease, made without Agent’s prior written consent; (f) except by Tenant shall not have occurred and be continuing and Landlord shall not have terminated the Lease. The immediately preceding sentence shall in no way be deemed a waiver of Lender's rights to enforce any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Tenant under the Lease, provided that if Agent shall not perform such covenants as Landlord, pursuant to the terms of the Lease in the event that Lender becomes the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentotherwise.

Non-Disturbance. So long Lender agrees that if any action or proceeding is commenced by Lender for the foreclosure of or otherwise to enforce the Security Instruments or the sale of the Property. Tenant and any of its permitted subtenants shall not be named as no default exists, nor any event has occurred which has continued to exist for a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw; provided, without any further action on the part of however, such lessor, join shall not result in the termination of the Lease or would entitle disturb the Tenant’s or such lessor to dispossess subtenant’s possession or use of the lessee premises demised thereunder, and the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment sale of the Leased Premises Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Lease be interfered with Note or the Security Instrument, including, but not limited to, Lender’s seeking the appointment of a receiver or accepting a deed in any lieu of foreclosure or other action or proceeding in otherwise succeeding to the nature rights of foreclosure instituted Landlord under or in connection with the Mortgage or in Lease, shall be made subject to all rights of Tenant and its permitted assigns under the event Lease, provided that Agent takes possession at the time of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result commencement of any such action or proceeding or deed in lieu at the time of any such action sale or proceeding exercise of any such other rights (hereinafter called a) the “Purchaser”term of the Lease shall have commenced (or is due to commence on , 20 ), pursuant to the provisions thereof, (b) nor Agent if Agent takes Tenant or its permitted subtenants or assigns shall be in possession of the Property shall premises demised under the Lease (or will be (a) liable for any act or omission of any prior landlord (including taking possession within a reasonable time after the Landlord); or (b) liable for or incur any obligation with respect to the construction commencement of the Property or any improvements of the Leased Premises or the PropertyLease), including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or Lease shall be in full force and effect, and (d) bound by Tenant shall not be in default under any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Leaseterms, made without Agent’s prior written consent; (f) except any assignment covenants or sublet permitted under conditions of the Lease as or of this Agreement on Tenant’s part to which Landlord’s consent be observed or performed after having received notice and the expiration of any applicable grace period. Nothing set forth in this Agreement is not requiredintended to or shall impair, bound by any assignment diminish or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur affect the rights of Landlord to enforce any obligation with respect to any breach of warranties or representations of any nature Tenant under the Lease or otherwise including without limitation any warranties to take such action as is available to Landlord thereunder or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for under applicable law by reason of any default under the Lease or beyond any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged applicable periods of notice and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentgrace.

Non-Disturbance. So (a) Fee Secured Party hereby agrees that so long as no Lessee is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease beyond any applicable notice, cure, or would causegrace period, without any further action on the part of such lessor, the termination (i) Lessee’s possession and occupancy of the Lease or would entitle such lessor to dispossess the lessee thereunder, Property and Lessee’s rights and privileges under the Lease shall not be terminated, nor disturbed by Fee Secured Party or any assignee or successor-in-interest to Fee Secured Party and (ii) Fee Secured Party shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in not join Lessee as party to any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease brought as a result of a default by Owner under the Deed of Trust or any other document associated with the Deed of Trust, unless such joinder is required in order to complete the action or proceeding proceeding, in which case Fee Secured Party shall pay all costs or expenses incurred by Lessee in connection with having been so joined. Without limiting the generality of the foregoing, if Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any such action other way, action, or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for proceeding, or by any act assignee or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect successor to the construction of the Property or any improvements of the Leased Premises or the PropertyFee Secured Party, including, without limitation, any purchaser at a foreclosure sale, (i) Lessee’s rights and interest under the payment Lease shall continue in full force and effect otherwise subject to the terms of any construction allowance pursuant to the Lease and (ii) Collateral Agent and the Secured Parties shall have all the rights and benefits of a Leasehold Mortgagee described in Section 8 of the Lease; and the foregoing right, interests, and benefits of Lessee, Collateral Agent and the Secured Parties shall not by operation of law or (c) subject to otherwise be terminated or disturbed, except in accordance with the Lease. In the event the Collateral Agent or any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or AgentSecured Parties acquire Lessee’s interest in the Property. Notwithstanding anything contained herein to be contraryLease or the by foreclosure, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agentforeclosure, then Tenant or otherwise, Fee Secured Party shall have recognize the right to terminate its obligations Collateral Agent or the Secured Parties as having all rights of Lessee under the Lease and to pursue under this Agreement. (b) If Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any and all legal remedies it may have against Landlord and any third parties other than Agent.way, action, or proceeding, NONDISTURBANCE AND ATTORNMENT AGREEMENT #4842-0527-7211

Non-Disturbance. So Lender agrees that so long as no default exists, nor any event has occurred which has continued conditions do not exist entitling Lessor to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under declare the Lease to terminate and any amendments (including the Lease or would causeAmendment) terminated, without any further action on the part of such lessor, the termination Lessee's possession and enjoyment of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Premises shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with by Lender in any a foreclosure action, sale, or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in Deed of Trust. In the event that Agent takes possession of foreclosure of the Property Deed of Trust, whether by action pursuant to the power of sale therein contained or otherwise, or delivery of a deed to the Property or any provisions portion thereof in lieu of foreclosure of the Mortgage Deed of Trust, whereby the purchaser upon foreclosure of the Deed of Trust or the Assignment of Rents, unless the lessor grantee under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession foreclosure of the Property shall be (a) liable for any act or omission Deed of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect Trust has notified Lessee that it has succeeded to the construction ownership of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s all interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any Property and the rights of Landlord’s construction covenants Lessor under the Lease, provided that if Agent then the Lease and any amendments (including the Lease Amendment) shall not perform continue in full force and effect as a direct lease between such covenants in purchaser or grantee of the event Property and Lessee, upon and subject to the terms, covenants, and conditions of foreclosure the Lease and any amendments (including the Lease Amendment), including the power of such purchaser or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right grantee as landlord thereunder to terminate its the interests of Lessee under and in accordance with the terms of the Lease and any amendments (including the Lease Amendment). Such purchaser or grantee will not disturb the possession of Lessee and will be bound by all of Lessor's obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentamendments (including the Lease Amendment).

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease, except in the case of defaults of a continuing nature as to which the Lender has been given written notice; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to -to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property, provided, however, in no event shall Purchaser's or Lender's rights and interests under the Security Deed be deemed an interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term now provided thereunder, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease law, provided, however, such joinder and such event of foreclosure or would cause, without any further action on the part conveyance in lieu of such lessor, foreclosure shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Premises Demised Premises, or diminish any of the rights of Tenant under the Lease be interfered with in Lease, or increase any foreclosure or other action or proceeding in of Tenant’s obligations under the nature of foreclosure instituted under or in connection with Lease, and the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentMortgage.

Non-Disturbance. So long (b) A. In the event Mortgagee or any other Subsequent Owner comes into possession of or acquires title to the Real Estate or portion thereof either at or following a Foreclosure, Mortgagee agrees (which agreement shall be binding on all Subsequent Owners) that if, at such time, (a) the Lease has not expired or otherwise been earlier terminated in accordance with its terms, and (b) Tenant has not committed an Event of Default under the Lease which is still outstanding after expiration of all applicable cure periods, then Mortgagee and all Subsequent Owners shall recognize Tenant’s rights under the Lease, and, Tenant shall not be named a party in any Foreclosure action or proceedings, and Tenant shall not be disturbed in its right to lease and operate at the Leased Premises pursuant to the Lease. Notwithstanding the foregoing, if an Event of Default by Tenant occurs after the Foreclosure Date, the Subsequent Owner as no default existsof the date of such Event of Default shall have such remedies as are available to Landlord under the Lease, nor including termination of the Lease. A Subsequent Owner acquiring possession of or title to the Real Estate or portion thereof at or following a Foreclosure will not, with respect to acts or omissions of Landlord prior to the Foreclosure Date, be (i) liable for any event has occurred which has continued to exist action or omission of Landlord under the Lease; provided, however, that nothing herein shall relieve Mortgagee or any Subsequent Owner from liability for such actions or omissions which constitute continuing defaults under the Lease if Mortgagee or Subsequent Owner, as applicable, was given notice and an opportunity to cure such default(s), pursuant to Section 5 of this Agreement, prior to the Foreclosure Date, (ii) subject to any offsets, claims or defenses that Tenant might be entitled to assert against Landlord, provided, however, that the Mortgagee or Successor Owner, as applicable, shall be subject to any such offset, claim or defense if (and only if) the Mortgagee or Successor Owner, as applicable, received written notice from the Tenant, in accordance with Section 5 below, of the default which gave rise to such offset, claim or defense and was given the period of time to cure the same, as provided in Section 5 below, prior to the Foreclosure Date, (after notice, if any, required by the Leaseiii) as would entitle the lessor under the Lease to terminate the Lease or would cause, without liable for any further action on the part indemnification obligations of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action to matters occurring or proceeding or deed in lieu of any such action or proceeding (hereinafter called arising prior to the “Purchaser”) nor Agent if Agent takes possession Foreclosure Date, except to the extent that Mortgagee and/or Subsequent Owner, as applicable, had notice of the Property shall be (a) liable for any act or omission of any event giving rise to such indemnification obligation prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyForeclosure Date, including(iv) INTENTIONALLY OMITTED, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (dv) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than the then current rental period month to Landlord or to any prior landlord owner under the Lease, except to the extent actually paid over to Mortgagee, (including the Landlord); or (evi) bound by any material amendment or modification of the Lease, Lease made without AgentMortgagee’s prior written consent; , which consent shall not be unreasonably withheld, conditioned or delayed, (fvii) except bound by any consent by Landlord under the Lease to any assignment or sublet permitted under sublease of Tenant’s interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agentalso obtaining Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) Mortgagee’s prior written consent shall not be required for an assignment or sublease that does not require Landlord’s consent pursuant to the terms of the Lease, and (B) if Mortgagee does not respond to Tenant’s request for consent within thirty (30) days of receipt of such request, then such consent to assignment or sublease, as applicable, shall be presumed to have been given; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (jviii) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessorlessor or landlord, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against PurchaserLandlord’s or AgentMortgagee’s interest in the Property. Notwithstanding anything contained herein Real Estate, (ix) liable for or deemed to be contrary, Agent shall have absolutely no incur any obligation with respect to perform any breach of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event warranties or representations of foreclosure or deed in lieu thereof and within a reasonable time following taking any nature of possession by Agent, then Tenant shall have the right to terminate its obligations Landlord under the Lease and to pursue or otherwise, including, without limitation, any and all legal remedies it warranties or representations of Landlord respecting use, compliance with zoning, Landlord’s authority, habitability or fitness for any purpose or presence or absence of hazardous materials or substances, including petroleum products, (x) liable for any consequential or other damages which may have against Landlord been incurred by Tenant by reason of any breach of obligations to be performed by Landlord, except as expressly set forth in this Agreement, or (xi) liable for any leasing commissions, the triggering event for which arose prior to the date Mortgagee or any Subsequent Owner succeeded to Landlord’s interest. With respect to any action which requires the consent of the Mortgagee in accordance with the terms of this Agreement, or if the Tenant is required hereunder to seek, or desires to seek, the approval of the Mortgagee prior to undertaking a particular action or course of conduct, the Tenant shall provide Mortgagee with written notice, in accordance with the terms of Section 7 of this Agreement, of any such request for such consent, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such action or course of conduct. Tenant shall be required to include in any third parties other than Agentsuch notice, printed in capital letters or boldface type, a legend substantially to the following effect: “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. ANY FAILURE TO RESPOND WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION OR COURSE OF CONDUCT REQUESTED BY THE TENANT AND RECITED ABOVE.” If the foregoing legend is included by the Tenant in its communications, and if the Mortgagee fails to respond (which response need be neither a statement of consent nor a refusal of consent) to the Tenant within ten (10) days of Mortgagee’s receipt of such notice, then the Mortgagee shall be deemed to have consented to such proposed action or course of conduct for all purposes hereunder.

Non-Disturbance. So long as no default existsGrantee and the Permitted Parties will be permitted to peaceably and quietly use and enjoy the Easement Areas and Grantor shall not in any manner prevent, nor any event has occurred which has continued disturb and/or limit access to exist for such period of time (after notice, if any, required by the Lease) as would entitle Easement Areas or interfere with the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination use of the Lease or would entitle such lessor to dispossess Easement Areas by Grantee and the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the PropertyPermitted Parties. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant Grantee shall have the express right to terminate its obligations seek an injunction to prevent or cure interference if Grantor does not cure such interference within seventy‐two (72) hours of receipt of written notice by Xxxxxxx. Grantor shall not suffer, grant, create, transfer, or convey (or cause to be suffered, granted, created, transferred, or conveyed) any claim, lien, encumbrance, easement, interest, restriction or other charge or exception to title to the Easement Areas that would adversely affect Grantee’s use of the Easement Areas as contemplated herein and shall promptly undertake any remedial action necessary to comply with this Section. Grantee shall have the express right, among others, to seek an injunction to prevent any of the activities prohibited or to compel remedial actions under this Agreement, without the Lease necessity of posting a bond. Grantor shall maintain the Premises in sufficient condition to allow for access and use of the Easement Areas by Grantee and the Permitted Parties and in compliance with Applicable Law (as defined below) so that no interference is experienced by Grantee or the Permitted Parties. During the term of this Agreement, Grantor shall not sell, transfer, grant, convey, lease, and/or license by deed, easement, lease, license or other legal instrument, an interest in and to, or the right to pursue use or occupy any portion of the Premises to a Third Party Competitor, without the prior written consent of Grantee, which may be withheld, conditioned, and/or delayed in Xxxxxxx’s sole and all legal remedies absolute discretion. Grantor agrees that it may have against Landlord and shall not, directly or indirectly, divert or solicit the business of Grantee or any Permitted Parties, on behalf of itself or on behalf of any third parties other than Agentparty.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, grace or cure periods, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under be interfered with nor shall the leasehold estate granted by the Lease be interfered with affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or other any action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in case the event that Agent Lender takes possession of the Property property described in the Security Deed pursuant to any provisions of the Mortgage or the Assignment of Rentsthereof, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents Security Deed had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding proceeding, and the successors and assigns thereof (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (dc) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (ed) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent, if such consent is required pursuant to the terms of the Security Deed; or (fe) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s lessee's interest in the Property. Notwithstanding anything contained herein Lease made without also obtaining Lender's prior written consent (to the extent such consent may be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants required under the Lease), provided that if Agent shall not perform such covenants in consent is required pursuant to the event terms of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deed.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment and assignment of Rentsrents and leases, unless the lessor under the Lease Landlord would have had such right to interfere if the Mortgage or the Assignment and assignment of Rents rents and leases had not been made, except that neither Lender and the person or entity acquiring the interest of the lessor under the Lease Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease which occurred prior to the date Lender or Purchaser obtained possession of the Property; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which Tenant has paid to any prior lessor under the LeaseLease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior landlord (including lessor under the Landlord)Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any right of Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Property; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than thirty (30) days in advance of amounts due for the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is made without Agent’s Lender's prior written consent; or (f) except bound by any consent, by any lessor under the Lease to any assignment or sublet permitted under sublease of the Tenant's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this --------------- Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under Paragraph 27.A above, Landlord shall obtain from the Holder of such Encumbrance, -------------- other than CC&R's, a SNDA in a form reasonably requested by such Holder. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as Exhibit G shall be reasonable. Only upon Landlord's delivery of a SNDA in --------- the form of Exhibit G or in a form reasonably requested by the Holder, shall --------- this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in a form reasonably requested by each Holder of any Encumbrance in effect as of the date of this Lease. If Landlord fails to deliver the required SNDA(s) within the 15- day period, then, as would entitle Tenant's sole and exclusive remedy, Tenant shall have the lessor under the Lease one-time right to terminate the this Lease or would cause, without any further action on the part by giving Landlord a written notice of termination within three (3) business days after expiration of such lessor15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in Security Deposit and any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance warrants delivered pursuant to the Lease; or (c) subject to any offsets or defenses which Warrant Agreement. If Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is does not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of exercise such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform termination right within such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent3- business day period, then Tenant shall have the no further right to terminate its obligations under the this Lease pursuant to this Paragraph 27.C and Tenant shall have no other rights or -------------- remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s).

Non-Disturbance. So long as Landlord shall use commercially reasonable efforts to cause any current Lender to execute a Non-Disturbance Agreement on such Lender's standard form within thirty (30) days after the later of (a) encumbrance of the Development with a loan (if there is no loan on the Development upon execution hereof), or (b) the execution of this Lease if there is a loan on the Development upon execution hereof; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default existsby Landlord under this Lease nor result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, nor any event has occurred which has continued but such failure by Landlord shall entitle Tenant to exist for terminate this Lease by written notice to Landlord given within ten (10) days after Landlord notifies Tenant of the expiration of such thirty (30) day period of time time. If Tenant does not terminate this Lease within such ten (after notice10) day period of time, if any, required by the Lease) as would entitle the lessor under the Lease then Tenant's right to thereafter terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the this Lease as a result of Landlord's failure to obtain a Non-Disturbance Agreement from any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property current Lender shall be (a) liable for any act forfeited and of no further force or omission effect, but Landlord shall nevertheless thereafter continue using commercially reasonable efforts to obtain such Non-Disturbance Agreement. For purposes of any prior landlord (including this Lease a "NON-DISTURBANCE AGREEMENT" shall include subordination provisions and an assurance from the Landlord); or (b) liable for or incur any obligation with respect to the construction beneficiary under a deed of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the trust that Tenant's possession and this Lease, made without Agent’s prior written consent; (f) except including any assignment or sublet permitted under options to extend the Lease Term, will not be disturbed so long as to which Landlord’s consent Tenant is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any in default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the this Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and (b) if any action or in proceeding is commenced by Mortgagee for the event that Agent takes possession foreclosure of the Mortgage or the sale of the Property pursuant to any provisions of the Mortgage or any other proceeding to enforce the Assignment of RentsMortgage, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the Tenant (nor any person or entity acquiring claiming through or under tenant) shall be named or joined as a party therein, and the interest sale of the lessor Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other loan documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue (2) none of Tenant’s rights (or those of any and all legal remedies it may have against Landlord and any third parties other than Agentperson or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. So long as no default exists, nor any event of default has occurred occurred, which has continued to exist for such period of time (after noticenotice and cure period(s), if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or any other rights under the provided by this Lease be interfered with nor shall the leasehold estate granted by the Lease be affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or other any action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in case the event that Agent Lender takes possession of the Property property described in the Security Deed pursuant to any provisions of the Mortgage or the Assignment of Rentsthereof, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents Security Deed had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding proceeding, and the successors and assigns thereof (hereinafter called “the “Purchaser”) nor Agent if Agent takes possession of the Property shall be not be: (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to lessor under the Lease; or (cb) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (dc) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month or the next month to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants lessor under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.; or

Non-Disturbance. So (a) Fee Secured Party hereby agrees, on behalf of itself, any purchaser at a foreclosure sale or any other person or entity to whom Owner’s interest in the Property passes from Owner by operation of law or any other means, that if Fee Secured Party or any of the foregoing persons or entities, purchases at a foreclosure or otherwise, such that it becomes the successor to Owner as owner of the Property claiming by or through Fee Secured Party, any assignee or successor-in-interest to Fee Secured Party, so long as no default exists, nor any event has occurred which has continued to exist for such period Event of time Default (after notice, if any, required by as defined under the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causeby Lessee exists, without any further action on the part for avoidance of such lessordoubt, the termination of the Lease or would entitle such lessor to dispossess the lessee thereundertaking into account all applicable notice, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Propertygrace and cure periods set forth therein, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid Collateral Agent’s cure rights that are specified for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of secured lenders under the Lease, made without (i) the Lease shall continue in full force and effect as a direct agreement between Fee Secured Party (or any assignee or successor-in-interest to Fee Secured Party or any person or entity that becomes the successor to Owner as owner of the Property) and Lessee and/or Collateral Agent, as the case may be, and (ii) Lessee’s quiet possession and occupancy of the Property and Xxxxxx’s and Collateral Agent’s prior written consent; (f) except any assignment or sublet permitted rights and privileges under the Lease shall not be disturbed by Fee Secured Party, any assignee or successor-in-interest to Fee Secured Party or any person or entity that becomes the successor to Owner as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound owner of the Property claiming by or responsible for NONDISTURBANCE AND ATTORNMENT AGREEMENT through Fee Secured Party, any security deposit assignee or successor-in-interest to Fee Secured Party. Fee Secured Party shall not actually received by Agent; (h) liable for or incur any obligation with respect join Lessee as party to any breach action or proceeding brought as a result of warranties or representations of any nature a default by Owner under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease Deed of Trust or any covenant other document associated with the Deed of Trust, unless such joinder is required in order to complete the action or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in proceeding. In the event the Collateral Agent or any of such default shall be to proceed against Purchaser’s or Agentthe Secured Parties acquire Xxxxxx’s interest in the Property. Notwithstanding anything contained herein to be contraryLease by foreclosure, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agentforeclosure, then Tenant or otherwise, Fee Secured Party shall have recognize the right to terminate its obligations Collateral Agent or the Secured Parties as having all rights of Lessee under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in In the event of such default subordination of this Lease, the subordination shall be to proceed against Purchaser’s conditioned upon the agreement of the mortgagee or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided lessor that if Agent shall not perform such covenants in the event of foreclosure or deed the assertion of any other rights under the mortgage or lease, this Lease and the rights of Tenant hereunder shall continue in lieu thereof effect and shall not be terminated or disturbed so long as Tenant continues to perform and no Event of Default exists under this Lease. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from its existing lender within thirty (30) days after the date hereof. D10 OPTION TERM. Provided that no default exists under this Lease and provided no default shall have existed within a reasonable time following taking period of possession one (1) year prior to the notification hereunder by AgentTenant, then Tenant shall have the right to terminate extend the Initial Term of this Lease for two (2) terms of five (5) Lease Years each (individually an "Option Term" and collectively the "Option Terms"), provided that Tenant shall deliver to Landlord written notice of its obligations under election to extend the Term of this Lease at least twelve (12) months prior to the expiration date of the Initial Term of this Lease. The failure of Tenant to exercise its right to extend the Lease for any Option Term shall void all subsequent Option Terms. Terms, covenants and conditions applicable to pursue the Option Term shall be as then promulgated by Landlord, except as hereinafter specifically set forth. Except for the granting of this Option Term and except as expressly otherwise provided herein this Lease, the rent shall be adjusted as below. The Initial Term and the Option Terms, if exercised, are sometimes collectively referred to hereinafter as the "Term". Base Rent for each Option Term shall be as follows: the rent for the Option Terms shall be at 90% of then prevailing market levels for comparable renewal space at the Building but not, in any and all legal remedies it may have against Landlord and any third parties other event, less than Agentthe Base Rent payable at the end of the then current Term. Approved by Tenant: TENANT: LDMI TELECOMMUNICATIONS, INC., a Michigan corporation By: /s/ Michael Mahoney Printed: Michael Mahoney Its: CFO XXXXXXX E PROTECTXX XXXXX Xxxroved by Tenant: TENANT: LDMI TELECOMMUNICATIONS, INC., a Michigan corporation By: /s/ Michael Mahoney Printed: Michael Mahoney Its: CFO

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

Non-Disturbance. So long as no default existsNotwithstanding anything to the contrary in the Sublease or in this Consent, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by upon the Lease) as would entitle the lessor under the Lease to terminate the Lease expiration or would cause, without any further action on the part of such lessor, the earlier termination of the Master Lease (whether pursuant to a termination right expressly granted to Landlord or Tenant in the Master Lease or would entitle such lessor pursuant to dispossess an agreement between Landlord and Tenant entered into after the lessee thereunderdate of the Sublease), or upon the surrender of the Premises by Tenant to Landlord, the Sublease shall terminate as of the effective date of such expiration or earlier termination (the “Termination Date”), and Landlord and Subtenant agree that the Direct Lease shall not be terminated, nor automatically amended to provide that the Premises leased to Subtenant thereunder shall such lessee’s use, possession or enjoyment be expanded to include the Sublease Premises upon all of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession terms and conditions of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madeDirect Lease, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) the monthly Base Rent shall be increased by Forty-Four Thousand Eight Hundred Twenty-Six Dollars ($44,826.00) for the remainder of the 1st Phase (as defined in the Direct Lease); and (b) Tenant’s Percentage Share shall be increased by 4.49% (to 6.69% instead of 2.20%) for the remainder of the 1st Phase. Landlord and Subtenant agree to enter into a written amendment to the Direct Lease documenting such expansion; provided, however, that such expansion shall be enforceable by either party notwithstanding any failure by the parties to enter into such an amendment. Notwithstanding the foregoing, in no event shall Landlord (i) be liable for any act default by Tenant under the Sublease or omission this Consent or for any other accrued obligation of any prior landlord Tenant under the Sublease or this Consent, (including the Landlord); or (bii) be liable for any security deposit, letter of credit or incur any obligation with respect other security made by Subtenant under the Sublease except to the construction of the Property or any improvements of the Leased Premises or the Propertyextent that such security shall have actually be transferred by Tenant to Landlord, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (ciii) be subject to any offsets offsets, claims or defenses which Tenant might counterclaims that shall have accrued in favor of Subtenant against any prior landlord Tenant, (including the Landlord); or (div) be bound by any payment or rent or additional rent which Tenant might that Subtenant may have paid for more than the then current rental period to any prior landlord one (including the Landlord); 1) month in advance, or (ev) be bound by any amendment or modification of the Lease, Sublease made without AgentLandlord’s prior written consent; consent (f) except but the provisions of this sentence are not intended to, and shall not, relieve Landlord of any assignment liability or sublet permitted responsibility to Tenant under the Master Lease, or to Subtenant under the Direct Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation except with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; Sublease Premises as expressly set forth above in (i) liable for consequential damages; or through (j) personally liable for v)). In no event shall the foregoing be construed to grant to Tenant any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Master Lease and or relieve Tenant from any liability to pursue Subtenant for any and all legal remedies it may have against Landlord and any third parties other than Agenttermination of the Sublease in violation of the terms thereof.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and (b) if any action or in proceeding is commenced by Mortgagee for the event that Agent takes possession of the Property pursuant to any provisions foreclosure of the Mortgage or the Assignment sale of Rents, unless the lessor under Port Authority Ground Lease and/or the Lease would have had such right if Building pursuant to the Mortgage or any other proceeding to enforce the Assignment of Rents had not been madeMortgage, except that neither the Tenant (nor any person or entity acquiring claiming through or under Tenant) shall be named or joined as a party therein, and the interest sale of the lessor Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in material default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may only be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent(2) none of Tenant’s prior written consent; rights (for those of any person or entity claiming through or under Tenant) except any assignment under this Agreement or sublet permitted under the Lease as shall be impaired or otherwise affected by such naming or joining of Tenant, and (3) such naming or joining will not cause Tenant to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentcosts.

Non-Disturbance. So Notwithstanding the foregoing, Tenant's agreement to subordinate, to attorn to any holder of the reversionary interest in the real estate of which the demised premises forms a part or to any successor to Landlord's interest of such real estate, its waiver of rights, and its obligation to execute an attornment certificate, to the extent contemplated by this Lease, shall not take effect unless and until Tenant receives the holder's or successor's (as the case may be) agreement in writing that so long as no Tenant is not in default existshereunder: (i) Tenant shall not be named or joined as a party defendant in any action or proceeding which may be instituted or taken by the holder of such reversionary interest or Landlord's successor in interest, as the case may be; and (ii) Tenant shall not be evicted from the demised premises, nor shall Tenant's leasehold estate or possession under this Lease be terminated or disturbed, nor shall any event has occurred of Tenant's rights under this Lease be affected in any way, by reason of any default under any mortgage or ground lease with respect to the Shopping Center (or the real estate of which has continued to exist the Shopping Center is a part), that until such time as a subsequent holder of a reversionary interest in the real estate aforementioned (or Landlord's successor in interest) shall become the actual owner or holder of the Shopping Center and land, neither such holder or successor in interest shall have any obligation for the performance of any obligations of Landlord under this Lease. In any case, such period of time (after notice, if any, required Landlord or successor under such ground or underlying lease shall not be bound by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action prepayment on the part of such lessorTenant of any rent for more than one (1) month in advance, so that rent shall be payable under this Lease in accordance with its terms, from the date of the termination of the Lease ground or would entitle underlying lease, as if such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents prepayment had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such the lessor under the Lease to dispossess exercise any other remedy available to it on account of Tenant defaults under the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which lessee under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (d) bound by any rent base rent, or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the LeaseLease which reduces the rent, made reduces the area of the Leased Premises, shortens the term or materially impairs the rights of Mortgagee thereunder without Agent’s obtaining Lender's prior written consent; consent or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein Property and the rents, or other proceeds arising therefrom, including but not limited to insurance proceeds for policies required to be contrarycarried by Landlord under the Lease. In the event that Lender or Purchaser acquires title to or possession of all or any part of the Leased Premises, Agent whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender or Purchaser may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender or Purchaser does not intend to perform the Construction Obligations. A notice delivered by the Lender or Purchaser pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender or Purchaser does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender or Purchaser, requesting that Lender or Purchaser deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender or Purchaser delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender or Purchaser shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender or Purchaser delivers an Opt-In Construction Notice as aforesaid, then Lender or Purchaser shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender or Purchaser timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender or Purchaser shall have absolutely no obligation to perform any the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of Landlord’s construction covenants under such election to Lender or Purchaser. If Tenant elects to terminate the Lease, provided that if Agent the Lease shall not perform such covenants be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender or Purchaser shall have any further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the event Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of foreclosure the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or deed transferee. Notwithstanding anything to the contrary contained in lieu thereof this Section, if Lender so transfers, assigns or conveys all right, title and within a reasonable time following taking interest of possession by Agentthe Lender in and to the Security Deposit, if applicable, as aforesaid, then Tenant Lender shall have no liability for the right to terminate its obligations under return of the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deposit.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under be interfered with nor shall the leasehold estate granted by the Lease be interfered with affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or other any action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in case the event that Agent Lender takes possession of the Property property described in the Security Deed pursuant to any provisions of the Mortgage or the Assignment of Rentsthereof, unless the lessor 82 under the Lease would have had such right if the Mortgage or the Assignment of Rents Security Deed had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding proceeding, and the successors and assigns thereof (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to lessor under the Lease; or (cb) subject to any offsets or defenses which Tenant the lessee under the lease might have against any prior landlord (including lessor under the Landlord)Lease; or (dc) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (ed) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (fe) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, of the lessee's interest in the Lease made without Agent’s also obtaining Lender's prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

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

Non-Disturbance. So As to each Overlessor, deed of trust trustee, mortgagee or holder of any other interest to which this Lease shall hereafter become subordinate pursuant to Article 35 or Article 36 (each a "Senior Holder"), such subordination is subject to the express condition that so long as no Tenant is not in default existsin its obligations hereunder beyond applicable grace periods, nor (a) Tenant will not be made a party in any event has occurred which has continued action or proceeding by such Senior Holder to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination recover possession of the Lease Property and/or the Premises, or would entitle to any trustee's or sheriff's sale of the Property or to foreclose any mortgage, (b) Tenant's possession shall not be disturbed by such lessor to dispossess the lessee thereunderSenior Holder, the and (c) this Lease shall not be terminated, nor cancelled or terminated by such Senior Holder and shall continue in full force and effect upon such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature recovery of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither as a direct lease between Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the lessor under Overlessor, as the Lease case may be, upon all the terms, covenants, conditions and agreements set forth in this Lease, provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or entity acquiring title to the Buildings as a result of foreclosure or trustee's sale nor any such action successor or proceeding or deed in lieu assign of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession either of the Property foregoing shall be (ai) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, unless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant's claim of a set off right, and, if the set off rights are determined pursuant to a court action or arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any Monthly Installments of Additional Rent payable thereunder from time to time from and after the date on which such Senior Holder or other party acquires title to a Building or Buildings, (iii) bound by any amendment or modification to this Lease made without the consent of such Senior Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior landlord Landlord, and Tenant shall not have any right to set off (including the Landlord); except as provided in clause (ii) above) or (b) liable for assert against such Senior Holder or incur other person or entity any obligation with respect claim or damages arising therefrom. The provisions of this 50 54 Article 58 shall be self-operative and no further instrument of subordination or attornment shall be required to the construction be provided by any Senior Holder or by Tenant. Tenant agrees, however, whenever requested to do so upon reasonable notice, to execute such instruments confirmatory of the Property provisions of this Article 58 as Landlord or any improvements of Senior Holder requesting the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it same may have against Landlord and any third parties other than Agentreasonably require.

Non-Disturbance. So long as no default exists, nor any exists and no event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease Lessor to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee Lessee thereunder, the Lease shall not be terminated, terminated nor shall such lessee’s Lessee be named or joined as a defendant or its use, possession possession, or enjoyment of the Leased Premises Property or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure or deed in lieu thereof instituted under or in connection with the Mortgage or in the event that Agent if Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsMortgage, in any case unless the lessor under the Lease Lessor would have had such right if the Mortgage or the Assignment of Rents had not been made, nor shall Lessee’s rights under the Lease be affected by any breach or default under or enforcement of the Mortgage, except that neither Lender nor any other the person or entity acquiring the interest of the lessor under the Lease Lessor as a result of any such action or proceeding or deed in lieu of any such action thereof or proceeding taking of possession (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for bound by any act or omission amendment of any prior landlord (including the Landlord)Lease made without the consent of Lender or, after notice of the transfer of such interest, such successor in interest of Lessor; or (b) liable to Lessee for any acts or incur any obligation with respect omissions of Lessor or claims against Lessor occurring or arising prior to the construction date of the Property or any improvements succession by Purchaser to the interest of the Leased Premises Lessor or the Propertytaking of possession, includingprovided, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; that (i) liable for consequential damages; Lessee shall retain any setoffs or (j) personally liable for any default under defenses it may have to the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event enforcement of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease accruing prior to such date, and to pursue that (ii) Lessee shall retain any and all legal other rights or remedies it may have against Landlord and any third parties other than Agentunder the Lease as a result of such acts, omissions, or claims, including its right to terminate the Lease, if applicable.

Non-Disturbance. So long as no default existsSubject to the terms and conditions of this Agreement, Agent agrees that if, notwithstanding Section 2 above, Agent obtains possession of the Leased Property, Tenant’s possession or use of the Leased Property shall not be disturbed, nor any event has occurred which has continued to exist for such period will the rights of time (after notice, if any, required by the Lease) as would entitle the lessor Tenant under the Lease to terminate be affected or impaired, nor will the Lease or would causethe leasehold estate arising thereunder be extinguished or terminated, provided that (a) the term of the Lease shall have commenced pursuant to the provisions thereof, (b) Tenant shall be in possession of the Leased Property pursuant to the Lease, (c) the Lease shall be in full force and effect, and (d) Tenant shall not be in default under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed beyond the expiration of any applicable notice or grace periods Immediately upon Agent or Lenders coming into possession of or acquiring title to the Leased Property, Agent and Lenders shall recognize Tenant as a direct tenant of Agent pursuant to the terms of the Lease and this Agreement without the execution of any documentation or the taking of any action by either party, said recognition to be effective and self-operative without the execution of any further action instruments on the part of such lessor, the termination any of the Lease parties hereto. Tenant and Agent agree, however, within thirty (30) days after written demand by Tenant and, within sixty (60) days after Agent (or would entitle such lessor its designee) receives title to dispossess the lessee thereunderLeased Property, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment to execute an instrument in confirmation of the Leased Premises or rights under foregoing provisions, in form reasonably satisfactory to Agent and Tenant in which Agent and Tenant acknowledge the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentforegoing.

Non-Disturbance. When a lease is subordinate to a mortgage, the tenant is in peril of losing its leasehold estate upon a foreclosure. Therefore, if a prior lease is being subordinated to a new mortgage, in return for agreeing to the subordination, a tenant will expect a promise of non-disturbance from the lender. If a lease with a substantial tenant is executed subject to an existing mortgage, the tenant might be able to condition the effectiveness of the lease on its receipt of an SNDA from the landlord’s mortgagee. A lender does not want to be forced into keeping a problematic tenant at the property and therefore will require that, as a condition to non-disturbance, the tenant must not be in default under the lease. Also, a lender might seek to preserve the procedural right to name the tenant in a foreclosure action, provided that it is not for the purpose of terminating the leasehold estate. Below is an example of a negotiated non-disturbance provision in an SNDA: “So long as no Tenant is not in default exists(beyond any period given Tenant to cure such default) in the payment of rent or in the performance of any of the material terms, nor any event has occurred which has continued to exist for such period covenants or conditions of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease on Tenant’s part to terminate be performed (a) Tenant’s possession and occupancy of the Lease Demised Premises shall not be interfered with or would cause, without any further action on disturbed by Lender during the part of such lessor, the termination term of the Lease or would entitle any extension thereof duly exercised by Tenant; (b) Lender will not name Tenant as a party to any judicial or non-judicial foreclosure or other proceeding to enforce the Mortgage unless joinder is required under applicable law but in such lessor to dispossess the lessee thereundercase Lender will not seek affirmative relief against Tenant, the Lease shall will not be terminated, nor shall such lessee’s use, terminated and Tenant's possession or enjoyment of the Leased Demised Premises will not be disturbed; and (c) if Lender or rights under any other entity acquires the Lease be interfered with in any foreclosure or Property through foreclosure, by other action or proceeding in the nature of foreclosure instituted under or in connection with to enforce the Mortgage or by deed-in the event that Agent takes lieu of foreclosure or otherwise, Xxxxxx's possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under Demised Premises will not be disturbed and the Lease would have had will continue in full force and effect between Lender (or such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaserother entity) and Tenant.”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existson the part of Tenant exists --------------- under the Lease and continues beyond the expiration of any applicable periods of notice and grace, nor any other event has occurred occurred, which has continued to exist for such period beyond the expiration of time (after noticeany applicable periods of notice and grace, if any, required by the Lease) as would entitle the lessor under the Lease Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor the Landlord to dispossess the lessee Tenant thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with adversely affected in any foreclosure or other action or proceeding in the nature of foreclosure foreclosure, instituted under or in connection with the Mortgage or Security Deed, or, in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor Landlord under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither . Neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or by way of any deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender, if Agent Lender takes possession of the Property or otherwise succeeds to the lessor's interest under the Lease, shall be be: (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur the return of any obligation with respect security deposit which Tenant under the Lease has paid to any prior lessor under the Lease, except to the construction of extent that the Property or any improvements of amount thereof is turned over to the Leased Premises Purchaser or the PropertyLender, including, without limitation, as the payment of any construction allowance pursuant to the Leasecase may be; or (c) subject to any offsets or defenses which the Tenant under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by the payment of any base rent, percentage rent or additional rent any other payments which the Tenant under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment of the lessee's interest in the Lease or sublet, sublease of all or any portion of the Leased Premises made without Agent’s Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent if Lender or any Purchaser succeeds to the lessor's interests under the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Leased Premises on the part of Landlord’s construction covenants under the LeaseLandlord to have been performed, provided that if Agent shall such party does not perform such covenants in the event of foreclosure or deed in lieu thereof and obligations within a reasonable time following taking of possession by Agentafter such succession, then Tenant shall have the right either: (i) to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and and/or any third parties other than AgentLender or Purchaser; or (ii) upon the receipt of the prior written consent, if required, from such party's lender, if any, to perform the work to have been performed by Landlord, and to withhold from subsequent payments of rent, additional rent and other amounts to be paid by Tenant an amount equal to any monetary contribution or reimbursement that Landlord would have been required to pay under the Lease in respect of such construction work.

Non-Disturbance. So The Lender does hereby agree with the Tenant that, so long as no default exists, nor any event has occurred which has continued to exist for such period Event of time Default (after notice, if any, required by as defined in the Lease) as would entitle by Tenant exists, (a) the lessor under Lender will take no action which will interfere with or disturb the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lesseeTenant’s use, possession or enjoyment lawful use of the Leased Premises or other rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or Lease, and (b) in the event that Agent takes possession the Lender becomes the owner of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentsby foreclosure, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed conveyance in lieu of any such action foreclosure or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of otherwise, the Property shall be subject to the Lease and the Lender shall recognize the Tenant as a tenant on the Property for the remainder of the term of the Lease (aas the same may be extended in accordance with the provisions of the Lease) and shall be bound by all of the terms of the Lease (including, without limitation, the [Work Letter]); provided, however, that the Lender shall not be liable for any act or omission of any prior landlord (including except for defaults of a continuing nature, or in connection with Landlord’s failure to provide the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) [Work Letter] subject to any offsets or defenses which the Tenant might have against any prior landlord (including except for any offsets or credits against rent that Tenant is entitled to take or receive as expressed in the Landlord); or (d) Lease, nor shall the Lender be bound by any rent or additional rent Base Monthly Rent (as defined in the Lease) which the Tenant might have paid for more than the then current rental period month to any prior landlord (including the Landlord); or (e) landlord, nor shall Lender be bound by any material amendment or modification of the Lease unless Lender has received written notice of such material amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Subject to the rights of AESOP Leasing and the Trustee under the AESOP I Operating Lease and the Related Documents and so long as no default existseach Sublessee satisfies its obligations hereunder, nor any event has occurred which has continued to exist for its quiet enjoyment, possession and use of the Vehicles subleased by such period of time (after notice, if any, required Sublessee hereunder will not be disturbed by the Lease) as would entitle Sublessor during the lessor under Term, subject, however, to the Lease following sentence and SECTIONS 2.8 AND 18 hereof and except that the Sublessor, AESOP Leasing and the Trustee each retains the right, but not the duty, to terminate inspect such Vehicles without disturbing the Lease or would cause, without any further action on the part ordinary conduct of such lessorSublessee's business. Each Sublessee acknowledges that such Sublessee's quiet enjoyment, possession and use of each and every Vehicle subleased hereunder is subject to the Sublessor's right to quiet enjoyment, possession and use of such Vehicles, which right is further subject to the terms and conditions of the AESOP I Operating Lease. Each Sublessee agrees that its rights under this Agreement to quiet enjoyment, possession and use of the Vehicles subleased by such Sublessee will be terminated upon the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s useSublessor's rights of quiet enjoyment, possession and use of such Vehicle or enjoyment of the Leased Premises or rights Vehicles under the Lease be interfered with in AESOP I Operating Lease. If the sublease of any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property Vehicle subleased hereunder is terminated for any reason (including, but not limited, pursuant to any provisions of Section 3.1 hereof), then the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation Sublessee with respect to such Vehicle shall deliver such Vehicle to, or at the construction direction of, the Trustee or, so long as no AESOP I Operating Lease Event of Default has occurred and is continuing, at the direction of the Property or any improvements Sublessor. Upon the request of the Leased Premises Sublessor, AESOP Leasing or the PropertyTrustee from time to time, including, without limitation, the payment of any construction allowance pursuant each Sublessee will make reasonable efforts to confirm to the Lease; Sublessor, AESOP Leasing and the Trustee the location, mileage and condition of each Vehicle subleased by such Sublessee hereunder and to make available for the Sublessor's AESOP Leasing's or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and Trustee's inspection within a reasonable time following taking period, not to exceed 45 days, such Vehicles at the location where such Vehicles are normally domiciled. Further, each Sublessee will, during normal business hours and with a notice of possession 3 Business Days, make its records pertaining to the Vehicles subleased by Agentsuch Sublessee hereunder available to the Sublessor, then Tenant shall have AESOP Leasing or the right to terminate its obligations under Trustee for inspection at the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentlocation where such Sublessee's records are normally domiciled.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage (or in other documents securing the event that Agent takes possession of indebtedness secured by the Property pursuant to Mortgage) and (b) if any provisions action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the Assignment sale of Rents, unless the lessor under Port Authority Ground Lease and/or the Lease would have had such right if Building pursuant to the Mortgage or any other proceeding to enforce the Assignment of Rents had not been madeMortgage (or other documents securing the indebtedness secured by the Mortgage), except that neither the Tenant (nor any person or entity acquiring claiming through or under Tenant) shall be named or joined as a party therein, and the interest sale of the lessor Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue (2) none of Tenant’s rights (or those of any and all legal remedies it may have against Landlord and any third parties other than Agentperson or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. So long Notwithstanding the provisions of Section A of this Article 7 to the contrary, Landlord agrees that it shall obtain from the holder of the Mortgage currently encumbering the Real Property, a subordination, non-disturbance and attornment agreement in favor of Tenant in the form generally used by the holder of such Mortgage within thirty (30) days following Tenant's execution and delivery of the same. In addition, provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder beyond applicable notice and grace periods, Landlord shall secure from the holder of any future Mortgage any the lessor of any future Superior Lease intended to be superior to the interest of Tenant hereunder an agreement either (i) substantially in the form annexed hereto as no default exists, nor any event has occurred which has continued to exist for Exhibit 2 (with such period of time (after notice, if any, changes thereto as may be reasonably required by the Leasefuture lender or lessor in accordance with customary lending or real estate practices) as would entitle the or, (ii) if a substantially different form, then in a form which is reasonably acceptable to Tenant. Tenant covenants and agrees to execute and deliver any such agreement from a future lender or lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination within ten (10) business days following Tenant's receipt of the Lease or would entitle such lessor to dispossess the lessee thereundersame, the failing which this Lease shall not be terminated, nor shall deemed subordinate to any such lessee’s use, possession future Mortgage or enjoyment future Superior Lease pursuant to the terms of subsection A of this Article 7. In the Leased Premises or rights under event the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or fees incurred by Landlord in connection with obtaining any subordination, non-disturbance and attornment agreement exceeds the Mortgage or in amount of $10,000.00, Tenant agrees to equally share the event that Agent takes possession balance of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentssuch fees with Landlord, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease payable as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord hereunder within ten (including the Landlord); or (e10) bound by any amendment or modification business days following Tenant's receipt of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentan invoice therefor.

Non-Disturbance. So The Agent, for itself and its successors and assigns, --------------- for any purchaser at a foreclosure sale under the Mortgage, for any transferee who acquires the Property by deed in lieu of foreclosure or otherwise, and for the successors and assign of such purchaser and transferee (herein, the Agent and each such other party is called a "New Landlord"), hereby covenants and agrees with Tenant that if the Agent or other New Landlord shall commence any proceedings to foreclose the Mortgage for any reason whatsoever or shall succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, provided Tenant is not then in default (after expiration of any applicable grace period) under the Lease, and so long as no Tenant is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by expiration of any applicable grace period) under the Lease, that: (a) Tenant shall not be named as would entitle a party defendant in any foreclosure action unless Tenant is deemed to be a necessary party; (b) subject to the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessornext succeeding grammatical paragraph, the termination Lease, in accordance with its terms, shall remain in full force and effect as direct indenture or lease between the Agent, or such other New Landlord (as the case may be), and Tenant, with the same force and effect as if originally entered into with the Agent, or such other New Landlord (as the case may be); and (c) Tenant's possession of the Lease or would entitle such lessor to dispossess the lessee thereunder, Premises and Tenant's rights and privileges under the Lease shall not be terminateddiminished, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any or disturbed by such Agent or such other New Landlord by such foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of by any such action attempt to foreclose or proceeding or to succeed to the interests of Landlord by foreclosure, deed in lieu of thereof or otherwise. If the Agent or any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property other New Landlord shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect succeed to the construction Interest of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Landlord under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.agrees as follows:

Non-Disturbance. So long as no default existsLandlord agrees to use commercially reasonable efforts to obtain a Subordination, nor Non-Disturbance and Attornment Agreement from any event has occurred future groundlessor, mortgagee or deed of trust holder for the Buildings in a form to be negotiated between Landlord, Tenant and the applicable mortgagee or deed of trust holder, approval of which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Tenant and Landlord shall not be terminatedunreasonably withheld, nor conditioned or delayed ("SNDA"), providing, inter alia, that as long as Tenant is not in Default hereunder, Tenant's right of possession and other leasehold rights shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease not be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or disturbed in the event of a foreclosure of such groundlease, mortgage or deed of trust which Tenant agrees to execute and deliver to such groundlessor, mortgagee or deed of trust holder; and upon obtaining same, Tenant agrees to promptly execute and deliver such SNDA to Landlord. In the event any future groundlessor or lienholder does not provide such an SNDA for Tenant, provided that Agent takes possession Tenant has attempted in good faith to negotiate an acceptable form of SNDA with the applicable mortgagee or deed of trust holder, Tenant shall have no obligation to subordinate its leasehold interest to such groundlease or lien instrument. In addition, within thirty (30) days of the Property date hereof (i) Landlord shall obtain an SNDA which is consistent with the provisions of this Section 25.2 from Landlord's present lenders, and if Landlord obtains same, Tenant shall promptly execute and deliver such SNDA to Landlord, and (ii) Landlord shall obtain the agreement of those parties (the "Optionees") which have been granted an option to purchase the Project pursuant to any provisions that certain Option Agreement, a Memorandum of which is recorded among the Mortgage land records of Fairfax County, Virginia in Deed Book 9730, page 947, and from those parties identified as the beneficiaries (collectively, "Beneficiary") under that certain Deed of Trust recorded among the Land Records of Fairfax County, Virginia in Deed Book 9730, page 953, to recognize this Lease and the rights of Tenant hereunder, and acknowledging that title to the Project, if conveyed to the Optionees or the Assignment of Rents, unless the lessor under the Lease would have had their designee or Beneficiary pursuant to such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding option or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property trust, shall be conveyed subject to this Lease and the rights of Tenant hereunder. In addition to the foregoing, (a) liable for any act the SNDA to be provided by Optionee and Beneficiary shall require Optionee or omission Beneficiary, as applicable, to assume the obligations of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyLandlord hereunder, including, without limitation, the payment of any construction allowance pursuant those arising prior to the Lease; or date it takes title to the Project, and (cb) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part SNDA to be performed thereunder obtained from Optionee and Beneficiary shall recognize the specific offset rights of Tenant as lessor, it being acknowledged and agreed that Tenant’s sole remedy set forth in the event Section C.2.(c) of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentExhibit C attached hereto.

Non-Disturbance. So With respect to Encumbrances entered into by Landlord after the execution of this Lease, Landlord shall use reasonable, good faith efforts to receive a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Mortgagee which Non-Disturbance Agreement provides that Tenant’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as no Tenant is not in default existshereof and attorns to the record owner of the Premises. Tenant acknowledges that the Non-Disturbance Agreement may contain the limitations on liability of the succeeding owner set forth in Section 20.2 above, nor any event has occurred which has continued to exist for and will be in the form that the Mortgagee typically provides tenants such period as Tenant, taking into account the terms of time (after notice, if any, required by the this Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination creditworthiness of the Tenant and such criteria as its Mortgagee customarily applies. Such Non-Disturbance Agreement may provide, among other things, that (i) such Mortgagee shall be entitled to receive notice of any Landlord default under this Lease or would entitle plus a reasonable opportunity to cure such lessor to dispossess the lessee thereunder, the Lease default; (ii) such Mortgagee shall not be terminatedbound by any modification or amendment to this Lease, nor or any cancellation or surrender of this Lease, without such Mortgagee’s consent, (iii) such Mortgagee shall such lessee’s use, possession or enjoyment of the Leased Premises or rights not be bound by any obligation under the this Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless Construction Rider (if any) to perform or pay for any improvements to the lessor under the Lease would have had Premises; and (iv) such right if the Mortgage Mortgagee or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property successor landlord shall be not: (a) be liable for any act or omission of any prior landlord (including the Landlord)or with respect to events occurring prior to acquisition of ownership; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) be subject to any offsets or defenses which Tenant might have against any prior landlord landlord; (including the Landlord); c) be bound by prepayment of more than one month’s rent, or (d) bound by be liable for the return of any rent or additional rent which Tenant might have security deposit paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Propertylandlord. Notwithstanding anything contained herein to be contrary, Agent Landlord shall have absolutely no obligation to perform negotiate the terms of the Non-Disturbance Agreement on Tenant’s behalf, or to incur any of Landlord’s construction covenants under legal fees or other out-of-pocket expenses in obtaining the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentNon-Disturbance Agreement.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R’s, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R’s, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord’s delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R’s. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California (“COMERICA SIDE LETTER”) as would entitle confirming that the lessor existence of the “automatic subordination” language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease to terminate or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or would causethe SNDA by and among Comerica Bank-California, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedLandlord and Tenant, nor shall such lesseelanguage or any subordination of Tenant’s use, possession leasehold interest in accordance therewith invalidate or enjoyment affect the nondisturbance obligation of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding Comerica Bank-California as set forth in the nature of foreclosure instituted under or in connection with SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the Mortgage or in required SNDA(s) and Comerica Side Letter within the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents15-day period, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madethen, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contraryand exclusive remedy, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord’s failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. So long Bank, for itself and its successors and assigns, for any purchaser at a foreclosure sale under the Mortgage, for any transferee who acquires the Property by deed in lieu of foreclosure or otherwise, and for the successors and assigns of such purchaser and transferee (Bank and each such other party being a “New Landlord”), covenants and agrees with Tenant that if Bank or other New Landlord shall commence any proceedings to foreclose the Mortgage for any reason whatsoever, or shall succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, provided that (a) the Lease is at all times in full force and effect; (b) Tenant is in possession of the Property; and (c) Tenant is not then in default under the Lease, then: (i) Tenant shall not be named as no default exists, nor a party defendant in any event has occurred which has continued to exist for such period of time (after notice, if any, foreclosure action unless Tenant is required by applicable law, order, regulation, rule or decision to be a necessary party; (ii) the Lease) as would entitle right of possession by Tenant to the lessor Property and any or all of Tenant’s rights under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedterminated by Bank (or by anyone claiming by, nor shall such lesseethrough or under Bank) in the exercise of any of Bank’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure Mortgage Documents, or other action as successor or proceeding in assignee of Landlord under the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes Lease; (iii) Tenant’s possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor and Tenant’s rights and privileges under the Lease would have had shall not be diminished, interfered with, or disturbed by such right if the Mortgage Bank or the Assignment such other New Landlord by any steps or proceedings taken by Bank in exercise of Rents had not been made, except that neither the person or entity acquiring the interest any of the lessor its rights under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyMortgage, including, without limitation, foreclosure under the payment of Mortgage or by any construction allowance pursuant such attempt to foreclose or to succeed to the Lease; interests of Landlord by foreclosure, deed in lieu thereof or (c) subject to any offsets otherwise, or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification termination of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted upon a default by Tenant under the terms of the Lease; and (iv) the Lease as to which Landlord’s consent is shall not required, bound be terminated or affected by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations said exercise of any nature of its right provided for under the Lease or otherwise including without limitation Mortgage, and Bank hereby covenants that any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for sale by it of the Property pursuant to the exercise of any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default rights and remedies under the Mortgage or otherwise, shall be made subject to the Lease and the rights of Tenant thereunder. If Bank or any covenant or obligation on its part other New Landlord shall succeed to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event interest of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Landlord under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.Xxxxxx agrees that:

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s leasehold estate, without use and possession of the Premises or any further action on portion thereof in accordance with the part of such lessor, the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment any rights of the Leased Premises or rights Tenant under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage, including, without limitation any right to purchase and certain rights to receive and retain insurance proceeds and condemnation awards in respect of the Premises, all as more particularly set forth in the Lease, and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or any other proceeding to enforce the Assignment Mortgage, Tenant shall not be named or joined as a party therein, and the sale of Rents, unless the lessor Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease would have had such right if Mortgage shall be made subject to all rights of Tenant under the Mortgage or Lease, provided that (i) at the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest time of the lessor under the Lease as a result commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired in accordance with the terms of the Lease) under any of the terms, covenants or conditions of the Lease, and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called 1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights under this Agreement or the “Purchaser”Lease, except as specifically set forth elsewhere in this Agreement, and (2) nor Agent if Agent takes possession none of Tenant’s rights under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant. The immediately preceding sentence shall in no way be deemed a waiver of Mortgagee’s rights to enforce any remedy against Tenant under the Lease, as Landlord, pursuant to the terms of the Lease in the event that Mortgagee becomes the owner of the Property shall be by reason of any such sale or exercise of any such other rights set forth in clauses (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Section 2.

Non-Disturbance. So In the event of a foreclosure under the Deed of Trust or in the event the Property is transferred by reason of a deed-in-lieu of foreclosure or by reason of any legal proceeding, so long as there shall then exist no event of default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by as defined in the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of Lessee under the Lease or would entitle such lessor to dispossess (following any applicable notice and cure period), Lender agrees for itself and its successors and assigns and for each Transferee that the lessee thereunder, leasehold interest of Lessee under the Lease shall not be terminatedextinguished or terminated by reason of such foreclosure, nor but rather the Lease shall such lessee’s usecontinue in full force and effect as a direct lease between Lessee, possession or enjoyment of as tenant, and the Leased Premises or rights Transferee holding title to the Property, as landlord, and Lender and each Transferee shall recognize and accept Lessee as tenant under the Lease be interfered with in any foreclosure or other action or proceeding in subject to the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any terms and provisions of the Mortgage Lease except as modified by this Agreement; provided, however, that if Lender or its designee is the Assignment “Transferee”, then Lessee and Lender agree that the following provisions of Rents, unless the lessor under the Lease would have had such right (if the Mortgage or the Assignment of Rents had any) shall not been madebe binding on Lender, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of “Transferee”: any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation option to purchase with respect to the construction Property; any right of the Property or any improvements of the Leased Premises or first refusal to purchase the Property, including, without limitation, ; any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties the Deed of Trust; provided, further, however, that if Lender or representations its designee, as “Transferee”, elects not to apply insurance or condemnation proceeds to rebuild the building located on the Property in reliance on the foregoing, then Lender shall notify Lessee of any nature under such election promptly following Lender’s receipt of such insurance or condemnation proceeds and upon receipt of such notice by Lessee, the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentautomatically terminate.

Non-Disturbance. So long as no Tenant is not in default existsunder any of the terms, nor covenants or conditions of the Lease (after notice, if any, required by the Lease, and the expiration of any event has occurred applicable cure period) which default has continued to exist for such period of time (after notice, if any, required by the Lease, and the expiration of any applicable cure period) as would entitle the lessor under the Lease Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor Landlord to dispossess the lessee Tenant thereunder, (i) all of Landlord’s interests as landlord under the Lease shall be deemed automatically assigned, transferred, and conveyed to Fee Owner, and the Lease and all terms therein and rights of Tenant thereunder shall continue in full force and effect as a direct lease between Fee Owner and Tenant and shall not be altered, terminated, disaffirmed or disturbed (ii) the Fee Owner (or its successor) will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding, nor shall such lessee’s useterminate the Lease and, Fee Owner agrees for itself and its successors in interest that PAGE 128 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION Tenant's possession or enjoyment of the Leased Premises or as described in the Lease and Tenant's other rights under the Lease will not be interfered with in any foreclosure or other action or proceeding in disturbed during the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification term of the Lease, made without Agent’s prior written consent; (f) except including any assignment or sublet permitted under extensions thereof exercised pursuant to the terms of the Lease as (iii) Fee Owner (or its successor) will recognize and abide by the provisions of the Lease and Tenant's rights thereunder, notwithstanding any other provisions in the Ground Lease, and (iv) any action by Fee Owner to which Landlord’s consent is enforce the Ground Lease by reason of a default thereunder will not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under terminate the Lease or otherwise including without limitation any warranties invalidate or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event constitute a breach of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentterms thereof.

Non-Disturbance. So long (a) The subordination of this Lease to any ground lease, overriding lease, underlying lease or Mortgage referred to in Section 24.01 is expressly conditioned on the lessor or holder thereof expressly agreeing to execute and deliver a subordination, nondisturbance and attornment agreement with Tenant substantially in the form annexed hereto as Exhibit G and made a part hereof, but in no default existsevent shall such agreement impose any greater burden or obligations on Tenant or reduce any rights of Tenant beyond those set forth in Exhibit G (such agreement, nor an "SNDA"), to the effect that (i) Tenant will not be named or joined in any event has occurred which has continued proceeding (or trustee's sale) to exist for terminate such period of time (after noticelease or reenter the premises thereof, if any, or to enforce or foreclose the Mortgage unless such be required by law, provided that such proceeding shall not derogate the Lease) as would entitle the lessor rights of Tenant under the Lease to terminate the this Lease or would cause, without any further action on the part of such lessor, the termination use and occupancy by Tenant (or its permitted assignees and subtenants) of the Premises, (ii) enforcement of any such lease or Mortgage shall not terminate this Lease or would entitle such lessor to dispossess disturb Tenant in the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment use of the Leased Premises or rights under the Lease be interfered with in Premises, (iii) any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant party succeeding to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease Landlord as a result of any the termination of such action lease or proceeding the lessor's reentry onto the premises thereof, or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property enforcement or foreclosure of the Mortgage shall be (a) liable bound to Tenant, and Tenant shall be bound to such party, under all of the terms, covenants and conditions of this Lease, for any act or omission the balance of any prior landlord (the term of this Lease, including the Renewal Term (except as expressly set forth in Subsection 24.02(c) below), (iv) Tenant acknowledges the subordination referred to in Section 24.01, if requested by Landlord); 's Mortgagee or superior lessor, (bv) liable for or incur any obligation with respect insurance proceeds and Awards shall be first applied as provided in this Lease, and (vi) the Mortgage shall be subject and subordinate to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentEasements Agreement.

Non-Disturbance. So Landlord shall procure and deliver for --------------- Tenant's benefit, concurrently with the execution of this Lease, a written agreement between Tenant and the lessor of any existing ground lease or superior lease or holder of any mortgage, to which this Lease is subordinate, providing in substance that so long as no Tenant is not in material default existsunder this Lease beyond any grace period, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Tenant shall not be terminatedjoined as a party defendant in any action or proceeding which may be instituted or taken by the lessor for the purpose of terminating any ground lease or superior lease by reason of any default thereunder, or in any foreclosure action or proceeding which may be instituted or taken by the holder of any mortgage, Tenant shall not be evicted from the Premises, nor shall such lessee’s useTenant's leasehold estate or possession under this Lease be terminated or disturbed, possession or enjoyment nor shall any of the Leased Premises or Tenant's rights under the this Lease be interfered with affected, in any foreclosure way, by reason of any default under any ground lease, superior lease or other action or proceeding any mortgage, and if Landlord's interest in the nature of foreclosure instituted under Building or this Lease shall be terminated, this Lease shall remain in connection with the Mortgage or effect. Further, in the event that Agent takes possession any future ground lease, superior lease or mortgage, to which this Lease is subordinate, is entered into by Landlord after the date of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentsthis Lease, unless Landlord shall also procure and deliver for Tenant's benefit, with reasonable promptness, an agreement between Tenant and the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action future ground lease or proceeding superior lease or deed in lieu holder of any such action or proceeding (hereinafter called mortgage which agreement shall set forth the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease provisions as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy described in the event first sentence of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Section 15.3.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor Landlord under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action or 2 104 proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord lessor under the Lease provided that nothing herein shall (including i) relieve such Purchaser or Lender from curing any continuing non-monetary defaults of Landlord after receipt of requisite notices from Tenant, all in accordance with the Landlord)Lease or (ii) impair the Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any continuing monetary defaults of Landlord under the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which Tenant under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets offsets, abatements or defenses which the Tenant under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset, abatement or defense and opportunity to cure the same in accordance with Paragraph 9 below; or (d) bound by any rent base rent, or additional rent any other payments which the Tenant under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, sublease of the Tenant's interest in the Lease made without Agent’s obtaining Lender's prior written consent; consent (g) bound by such consent not to be unreasonably withheld or responsible for any security deposit delayed), except where the consent of the Landlord is not actually received by Agent; (h) liable for or incur any obligation with respect required pursuant to any breach the provisions of warranties or representations Section 6.1.6 of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesLease; or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessorLandlord, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contraryProperty and the rents, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentproceeds arising therefrom.

Non-Disturbance. So long Simultaneously with the execution of this Lease, Landlord and Tenant agree to execute and deliver to Landlord’s mortgagee or lender a non-disturbance agreement which shall be substantially in the form which is attached to and made a part hereof as no default existsExhibit “F” (the “SNDA”). Landlord agrees, nor any event within twenty (20) Business Days after the date that Tenant and Landlord have executed this Lease, to obtain for Tenant’s benefit the SNDA that has occurred which has continued to exist for such period of time (after notice, if any, required been executed by the Lease) as would entitle the lessor under the Lease to terminate the Lease lender or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in mortgagee. In the event that Agent takes possession of Landlord does not deliver the Property pursuant fully executed SNDA to any provisions of Tenant within twenty (20) Business Days after the Mortgage or the Assignment of Rents, unless the lessor under the Lease would date that Landlord and Tenant have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to executed and delivered the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right, exercisable within ten (10) days after the expiration of such twenty (20) Business Day period, to terminate this Lease, in which event Landlord shall reimburse Tenant on demand for all reasonable, out-of-pocket costs, expenses and damages incurred by Tenant in connection with the letter of intent and the Lease, provided, however, such reimbursement shall not exceed the sum of One Million Dollars ($1,000,000.00). If Tenant fails to timely exercise such termination right, Tenant shall be deemed to have waived its right to so terminate its obligations this Lease. Landlord agrees to obtain from the beneficiary under any other mortgage or deed of trust which may encumber the Building in the future a non-disturbance agreement on a commercially reasonable form of non-disturbance agreement in favor of Tenant. If Landlord does not obtain said non-disturbance agreement, then Tenant shall not be required to subordinate the Lease or otherwise attorn to the mortgagee(s) and this Lease shall be superior to pursue that mortgagee’s particular interest in the Property and this Lease. In the event that any such current or future beneficiary charges Landlord any costs or fees in connection with reviewing the Lease or in preparing or negotiating such non-disturbance agreement, and all legal remedies it may have against Landlord such costs and any third parties other than Agentfees exceed the sum of Five Thousand and 00/100 Dollars ($5,000.00), then Tenant shall pay to Landlord, upon demand, the amount so charged in excess of Five Thousand and 00/100 Dollars ($5,000.00), as Additional Rent. Tenant hereby agrees that the form of SNDA that is attached to this Lease as Exhibit “F” is a commercially reasonable form of non-disturbance agreement.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent Lender takes possession of the Property pursuant to any provisions of provisxxxx xf the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any fox xxx act or omission of any prior landlord lessor under the Lease other than defaults of a continuing nature that (including i) exist as of the date Purchaser or Lender takes possession or becomes owner of the Property for which notice to Lender has been duly given by either Landlord or Tenant and (ii) constitute a breach of Landlord)'s obligations under Sections 2.1, Article 5 and Article 10, for which Lender's or Purchaser's liability shall be limited to the period of time after Lender or Purchaser acquire the interest of Landlord under the Lease or Lender takes possession of the Property, and shall be limited _ as is otherwise provided herein; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit or letter of credit which lessee under the Lease has paid or delivered to any prior lessor under the LeaseLease unless such is held by Lender and, in addition, in the case of a letter of credit, has been issued in Lender's name; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to Landlord or any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of any material term of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that (i) Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the PropertyProperty and (ii) Lender's liability under xxx Lease shall be limited to Lender's interest in the Property and in no event shall Lender xx xxable for indirect or consequential damages. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations oblixxxxxxs under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment and assignment of Rentsrents and leases, unless the lessor under the Lease Landlord would have had such right to interfere if the Mortgage or the Assignment and assignment of Rents rents and leases had not been made, except that neither Lender and the person or entity acquiring the interest of the lessor under the Lease Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease which occurred prior to the date Lender or Purchaser obtained possession of the Property; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which Tenant has paid to any prior lessor under the LeaseLease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior landlord (including lessor under the Landlord)Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any right of Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Property; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than thirty (30) days in advance of amounts due for the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the Tenant's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as Purchaser agrees that (i) no violation, breach, default exists, nor any or event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor default under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorRIAA, the termination of the Lease or would entitle such lessor Security Agreement and any and all related agreements (as amended from time to dispossess the lessee thereundertime, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “PurchaserRevenue Interest Transaction Documents”) nor Agent if Agent takes possession and no exercise of the Property shall be remedies thereunder (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, a foreclosure or other exercise of rights against the payment security interest in the A&R License granted under the Security Agreement or otherwise) will (or would reasonably be expected to) disturb, affect, restrict, subordinate or terminate any of any construction allowance Incyte’s rights under the Share Purchase Agreement or the A&R License Agreement (as amended from time Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Lease; Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. to time, the “Transaction Documents”), (ii) if the Purchaser succeeds to the rights of the Company under the A&R License Agreement or succeeds to the ownership of the intellectual property related thereto, the Purchaser will be entitled to exercise the rights of the Company thereunder, and will also be responsible for performance of the obligations of the Company thereunder, from and after the date its succeeds to such rights, and (ciii) subject Purchaser will not join Incyte as a party to any offsets action or defenses which Tenant might have against any prior landlord (including the Landlord); proceeding brought as a result of a violation, breach, default or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification event of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease Revenue Interest Transaction Documents for the purposes of terminating Incyte’s interest and rights under the Transaction Documents. For the avoidance of doubt and notwithstanding anything herein to the contrary, the parties agree that, if Purchaser exercises its rights and remedies against the Company on account of a violation, breach, default or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in by the Property. Notwithstanding anything Company under the Revenue Interest Transaction Documents, nothing contained herein to be contraryshall constitute a waiver, Agent shall have absolutely no obligation to perform release or limitation of any of Landlordthe rights of Purchaser to enforce the Company’s construction covenants rights under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentTransaction Documents.

Non-Disturbance. So long as no default exists, nor In the event of any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor foreclosure under the Lease to terminate the Lease Mortgage, or would cause, without any further action on the part of such lessor, the termination if conveyance or transfer of the Lease Mortgaged Property shall be made in lieu of foreclosure (any such foreclosure or would entitle such lessor conveyance or transfer in lieu of foreclosure being herein collectively referred to dispossess the lessee thereunderas "Foreclosure"), then the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease terminated as a result of such Foreclosure, but rather shall continue in full force and effect in accordance with the provisions thereof, and the rights of Tenant under the Lease shall not be interfered with or disturbed by any party owning the Mortgaged Properly or an interest therein as a result of such Foreclosure, or by such party's successors and assigns (any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter party and its successors and assigns being herein called the “Purchaser”) nor Agent if Agent takes possession of the Property "Such Owner"); provided, that Such Owner shall not be (a) liable for any act or omission of of, or subject to any rights or setoff, claims or defenses otherwise assertable by Tenant against, any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction owner of the Mortgaged Property or any improvements of the Leased Premises or the Property, (including, without limitation, Landlord), (b) obligated to complete the payment construction of any construction allowance pursuant to improvements under the Lease; or , (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have rents paid for more than the then current rental period one month in advance to any prior landlord owner, (including the d) liable for any security deposit not paid over to Such Owner by Landlord); , or (e) bound by any amendment modification, amendment, extension or modification cancellation of the Lease not consented to in writing by Lender; and further providxx, xhat nothing herein shall negate the right of Such Owner to exercise the rights and remedies, including termination of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted of Landlord under the Lease as to which Landlord’s consent is not required, bound upon the occurrence of an Event of Default by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and in accordance therewith and as to pursue any and all legal remedies it may have against Event of Default by Tenant under the Lease existing at the time of Foreclosure, such Foreclosure shall not operate to waive or abate any action initiaxxx by Landlord and any third parties other than Agentunder the Lease to terminate the same on account of such Event of Default.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Demised Premises or Tenant’s rights under the Lease be interfered with in any foreclosure or other action or proceeding in Lease, and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting useMortgage; provided, compliance with zoninghowever, Landlordif the Premises and Building are not restored following such casualty, Acquiring Party will be bound by Txxxxx’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy termination rights set forth in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So As to each Overlessor, deed of trust trustee, mortgagee or holder of any other interest to which this Lease shall hereafter become subordinate pursuant to Article 35 or Article 36 (each a "Senior Holder"), such subordination is subject to the express condition that so long as no Tenant is not in default existsin its obligations hereunder beyond applicable grace periods, nor (a) Tenant will not be made a party in any event has occurred which has continued action or proceeding by such Senior Holder to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination recover possession of the Lease Property and/or the Premises, or would entitle to any trustee's or sheriff's sale of the Property or to foreclose any mortgage, (b) Tenant's possession shall not be disturbed by such lessor to dispossess the lessee thereunderSenior Holder, the and (c) this Lease shall not be terminated, nor cancelled or terminated by such Senior Holder and shall continue in full force and effect upon such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature recovery of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither as a direct lease between Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the lessor under Overlessor, as the Lease case may be, upon all the terms, covenants, conditions and agreements set forth in this Lease, provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or entity acquiring title to the Buildings as a result of foreclosure or trustee's sale nor any such action successor or proceeding or deed in lieu assign of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession either of the Property foregoing shall be (ai) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, unless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant's claim of a set off right, and, if the set off rights are determined pursuant to a court action or arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any Monthly Installments of Additional Rent payable thereunder from time to time from and after the date on which such Senior Holder or other party acquires title to a Building or Buildings, (iii) bound by any amendment or modification to this Lease made without the consent of such Senior Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which and Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the any right to terminate its obligations under the Lease and to pursue set off (except as provided in clause (ii) above) or assert against such Senior Holder or other person or entity any and all legal remedies it may have against Landlord and any third parties other than Agent.claim or damages arising therefrom. The provisions of this 50

Non-Disturbance. So long The Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien and security title of any Mortgage (as no default exists, nor any event has occurred which has continued hereinafter defined) presently existing or hereafter encumbering the Building provided that the holder of said Mortgage agrees not to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lesseedisturb Tenant’s use, possession or enjoyment of the Leased Premises so long as Tenant is not in default hereunder, as evidenced by a subordination, non-disturbance agreement signed by said holder. Promptly following Xxxxxxxx’s request, Xxxxxx shall execute such a subordination and non-disturbance agreement. For purposes of this Lease, “Mortgage” shall mean any or rights under the Lease be interfered with in any foreclosure all mortgages, deeds to secure debt, deeds of trust or other action or proceeding instruments in the nature thereof, and any amendments, modifications, extensions or renewals thereof. Within ten (10) days following receipt of foreclosure instituted under a written request from Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease is in full force and effect and unmodified or in connection with stating the Mortgage nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant’s knowledge, any uncured defaults or in specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the event Lease, it being intended that Agent takes possession any such statement delivered pursuant hereto may be relied upon by Landlord and by any purchaser or mortgagee of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements Building. No owner of the Leased Premises Premises, whether or not named herein, shall have liability hereunder after it ceases to hold title to the Property, including, without limitationLeased Premises. Landlord represents and warrants that as of the date of this Ninth Amendment, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent Building is not required, bound encumbered by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentMortgage.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California ("COMERICA SIDE LETTER") as would entitle confirming that the lessor existence of the "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease to terminate or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or would causethe SNDA by and among Comerica Bank-California, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedLandlord and Tenant, nor shall such lessee’s use, possession language or enjoyment any subordination of Tenant's leasehold interest in accordance therewith invalidate or affect the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding nondisturbance obligation of Comerica Bank-California as set forth in the nature of foreclosure instituted under or in connection with SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the Mortgage or in required SNDA(s) and Comerica Side Letter within the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents15-day period, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madethen, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyTenant's sole and exclusive remedy, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. So In the event of a foreclosure under the Deeds of Trust, so long as there shall then exist no breach, default, or event of default exists, nor any event has occurred on the part of Lessee under the Lease which has continued to exist for such period remains uncured following notice and the expiration of time (after noticethe applicable cure period, if any, required by Lender agrees for itself and its successors and assigns that the Lease) as would entitle the lessor leasehold interest of Lessee under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedextinguished or terminated by reason of such foreclosure, nor shall such lessee’s use, possession or enjoyment any other right of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default Lessee under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy appurtenant interests of Lessee in the event Property be disturbed, but rather the Lease shall continue in full force and effect and Lender and any successor to Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of such default the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to proceed against Purchaser’s or Agent’s interest in purchase with respect to the Property. Notwithstanding anything contained herein ; any right of first refusal with respect to be contrary, Agent shall have absolutely no obligation to perform any prospective purchaser of the Property; any provision regarding the Landlord’s construction covenants under use of insurance proceeds or Landlord’s condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deeds of Trust; provided that Xxxxxx’s failure to promptly apply the proceeds of insurance to make repairs to the Property in accordance with the terms and conditions of the Lease, provided that if Agent as required for Xxxxxx’s quiet use and enjoyment of the Property, shall not perform such covenants in the be permitted so long as there shall then exist no breach, default, or event of foreclosure or deed in lieu thereof and within a reasonable time following taking default on the part of possession by Agent, then Tenant shall have the right to terminate its obligations Lessee under the Lease and which remains uncured following the delivery of any notice required pursuant to pursue the Lease, if any and all legal remedies it may have against Landlord and any third parties other than Agentthe expiration of the applicable cure period, if any.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Xxxxxx's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s Xxxxxx's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Xxxxxx's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentXxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.