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201310007
<br /> provisions of the Deed of Trust or the Loan Agreement and for all other purposes
<br /> specified therein;
<br /> (b) covenant and agree with Lenders, that Lessee shall execute and deliver such
<br /> mutually acceptable and necessary further or other instruments subordinating the
<br /> Lease, and all renewals and extensions thereof, to the lien of any mortgage or deed
<br /> of trust that replaces the Deed of Trust described above and that the right, title,
<br /> interest and claim of Lessee shall be and remain at all times subject and subordinate
<br /> to the lien of the mortgage or deed of trust that replaces the above-described Deed of
<br /> Trust for all advances made and to be made under the provisions of said replacement
<br /> mortgage or deed of trust or the Loan Agreement, note or notes secured thereby for
<br /> all other purposes specified therein, subject, however, to the holder of the
<br /> replacement mortgage or deed of trust executing a non-disturbance agreement in
<br /> substantially the same form as hereinafter provided;and
<br /> (c) covenant and agree with Lenders, that all condemnation awards and insurance
<br /> proceeds paid or payable with respect to the Premises, or any part thereof and
<br /> received by Lenders pursuant to the exercise by Lenders of any options of Lenders
<br /> provided in the Loan Documents, shall be applied and paid in the manner set forth in
<br /> the Loan Documents; provided, however, in the event of any action or proceeding
<br /> relating to any condemnation or other taking of all or any part of the Premises,
<br /> neither the Deed of Trust nor any other security instrument executed in connection
<br /> therewith shall cover or be construed as subjecting in any manner to the lien thereof,
<br /> Lessee's moving expenses, the unamortized portion of Lessee's leasehold
<br /> improvements or any trade fixtures, equipment, furnishings, signs or other personal
<br /> property at any time furnished or installed by or for Lessee or its subtenants or
<br /> licensees, regardless of the manner or mode of attachment thereof. As between
<br /> Lessor and Lessee neither party shall have a claim against the other for the value of
<br /> any unexpired term of the Lease.
<br /> 3. Lenders, in consideration of the foregoing recitations, do hereby covenant and agree with
<br /> Lessee that in the event Lenders shall file foreclosure proceedings, in accordance with the
<br /> foregoing, and shall succeed to the interest of Lessor, or its successors or assigns, under the
<br /> Lease, whether through purchase at a sale pursuant to a judgment or decree of foreclosure
<br /> and sale, by deed and assignment in lieu of foreclosure, or otherwise, and Lessee shall not
<br /> be in default beyond any applicable cure period under any of the terms, covenants or
<br /> conditions of the Lease, Lenders shall be bound to Lessee under all of the terms of the
<br /> Lease, and Lessee shall, from and after such event,have the same remedies against Lenders
<br /> for Lenders' breach of any covenant contained in the Lease that Lessee might have had
<br /> under the Lease against Lessor if Lenders had not succeeded to the interests of Lessor;
<br /> provided, however, that Lenders (and all of their rights, including, but not limited to, the
<br /> right to collect the rents under the Lease) shall not be (i)liable or responsible for any act or
<br /> omission of Lessor, its successors and assigns, (ii)subject to, or affected by, any offsets,
<br /> defenses, causes of action, credits or counterclaims which Lessee might have against Lessor,
<br /> SNDA
<br /> 892878/4/COLUMBUS
<br /> 065439.00076
<br />
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