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201606626 (b) It will not assert, as against any rents becoming due following notice by Bank to Tenant, any set -off, counterclaim or other claim or charge which Tenant may have against Landlord; (c) It will observe and perform all of its obligations under the Lease following notice by Bank to Tenant, notwithstanding any prior default on the part of Landlord, provided that Bank shall remedy such default, or cause same to be remedied, within sixty (60) days after actual notice to Bank thereof (unless such default, if curable, requires work to be performed, acts to be done or conditions to be remedied which by their nature cannot be performed, done or remedied, as the case may be, within such 60 -day period and Bank shall commence to cure such default within such 60 -day period and shall thereafter diligently and continuously process the same to completion); and (d) Unless Bank assumes in writing the obligations of Landlord under the Lease, Bank shall in no event be deemed liable as lessor under the Lease or subject to any obligations of Landlord thereunder. (3) Tenant agrees that, without the prior written consent of Bank in each case, Tenant shall not (a) amend, modify, terminate or cancel the Lease or any extensions or renewals thereof, or tender a surrender of the Lease, (b) make a prepayment of any rent or additional rent more than one (1) month in advance of the due date thereof, or (c) subordinate or permit the subordination of the Lease to any lien subordinate to the Security Instrument. Any such purported action without such consent shall be void as against the holder of the Security Instrument. (4) To the extent that the Lease shall entitle Tenant to notice of the existence of any Security Instrument and the identity of any mortgagee or any ground lessor, this Agreement shall constitute such notice to Tenant with respect to the Security Instrument and Bank. (5) EACH OF TENANT AND LANDLORD HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. (6) The provisions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words, "Bank," "Landlord" and "Tenant" shall include their respective heirs, legatees, executors, administrators, beneficiaries, successors and assigns. (7) Any notices, communications and waivers under this Agreement shall be in writing and shall be (i) delivered in person, (ii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (iii) by overnight express carrier, addressed in each case as follows: To Bank: CHI 67442063v4 Ally Bank 6985 Union Park Center, Suite 435 Midvale, UT 84047 Attention: Gregory Behrmann 3