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<br />imposed by the Lease, and such Successor Landlord shall accept and recognize such attornment, said
<br />attornment to be self - operative, without execution of any further instruments, upon a Transfer.
<br />Notwithstanding the foregoing, neither Lender nor any other Successor Landlord shall be (i) liable to Tenant
<br />for damages due to any act or omission of a prior landlord, but shall cure any non - monetary default under
<br />the Lease that is continuing as of the date Transfer, (ii) subject to any claims, counterclaims or defenses
<br />which Tenant may have against any prior landlord (including Landlord), however, Tenant shall be entitled
<br />to offset against Rent any such sums or amounts as may be expressly permitted under the Lease in
<br />connection with a Landlord Event of Default provided Tenant shall have notified Lender of such default in
<br />accordance with the terms of the Lease and this Agreement (and further Tenant shall be permitted to offset
<br />sums against Rent as expressly permitted under the Lease without notice to Lender or Successor Landlord in
<br />connection with any event under the Lease which does not constitute a Landlord Event of Default, such as,
<br />but not limited to, a failure of the Opening Co- tenancy Requirement), (iii) bound by any Rent which Tenant
<br />may have paid in advance to any prior landlord (including Landlord) for a period in excess of one month,
<br />excluding any estimated Additional Rent (as defined in the Lease) paid by Tenant in accordance with the
<br />terms of the Lease, (iv) bound by any amendment to the Lease which reduces the amount of Rent due under
<br />the Lease, changes the frequency of the payment of Rent or shortens the Original Term (as defined in the
<br />Lease), made without the prior written consent of Lender, or (v) bound by any assignment or subletting,
<br />unless expressly permitted by and consummated in accordance with the Lease.
<br />5. Non - Disturbance. Lender, and any Successor Landlord, will not impair the rights of Tenant
<br />under the Lease or disturb the use of the Premises or possession of the Tenant, its successors and assigns, so
<br />long as no event of default under the Lease by Tenant is continuing beyond any applicable notice and cure
<br />period under the Lease which would entitle the Landlord to terminate the Lease, or would cause, without
<br />further action of the Landlord, the termination of the Lease or would entitle the Landlord to dispossess the
<br />Tenant from the Premises. Tenant acknowledges that this Agreement satisfies any requirement in the
<br />Lease relating to the granting of a non - disturbance agreement.
<br />6. No Construction by Lender. Lender shall have no obligation and shall not be bound by any
<br />covenant under the Lease to undertake or to complete any initial improvements to the Premises or Property
<br />or to restore the Premises or the Property following any casualty or condemnation, except to the extent
<br />insurance proceeds or other proceeds or awards are made available to Lender or Successor Landlord to
<br />cover the full cost thereof, however, in the event any initial improvements are not constructed in accordance
<br />with the terms of the Lease, as and when required, or in the event the Premises or Property are not restored
<br />to the condition required and within the time required by the Lease, then, in any such event, Tenant shall
<br />have the right to terminate the Lease as therein provided without further obligation under the Lease
<br />whatsoever.
<br />7. No Recourse to Lender. Lender shall not, either by virtue of the Security Instrument or this
<br />Agreement, be or become (i) a mortgagee -in- possession or (ii) subject to any liability or obligation under the
<br />Lease or otherwise until Lender shall have acquired by foreclosure or otherwise the interest of Landlord in
<br />the Premises. Lender's liability or obligation under the Lease shall extend only to those liabilities or
<br />obligations accruing subsequent to the date that Lender has acquired the interest of Landlord in the
<br />Premises. In addition, upon such acquisition, Lender shall have no obligation, nor incur any liability,
<br />beyond Lender's then equity interest, if any, in the Premises. In the event of the assignment or transfer of
<br />the interest of Lender under this Agreement, all obligations and liabilities of Lender under this Agreement
<br />shall terminate and, thereupon, all such obligations and liabilities shall be the sole responsibility of the party
<br />to whom Lender's interest is assigned or transferred. The foregoing is not intended to, and shall not, limit
<br />NDA - 08.31.11 -3- Symetra Loan No. /
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