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202302265 1. Definitions. The following terms shall have the following meanings for purposes of this Agreement: 1.1 Foreclosure Event. A "Foreclosure Event" means: (a) foreclosure under the Mortgage; (b) any other exercise by Lender of rights and remedies (whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which Successor Landlord becomes owner of the Shopping Center; or (c) delivery by Landlord to Lender (or its designee or nominee) of a deed or other conveyance of Landlord's interest in the Shopping Center in lieu of any of the foregoing. 1.2 Former Landlord. A "Former Landlord" means Landlord and any other party that was landlord under the Lease at any time before the occurrence of any attornment under this Agreement. 1.3 Offset Right. An "Offset Right" means any right or alleged right of Tenant to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement against Tenant's payment of Rent or performance of Tenant's other obligations under the Lease, arising (whether under the Lease or under applicable law) from Landlord's breach or default under the Lease. 1.4 Rent. The "Rent" means all sums payable by Tenant under the Lease, whether or not stated to be Base Rent or Additional Rent (as such terms are defined by the Lease) or otherwise denominated as Rent. 1.5 Successor Landlord. A "Successor Landlord" means any party that becomes owner of the Shopping Center as the result of a Foreclosure Event. 1.6 Termination Right. A "Termination Right" means any right of Tenant to cancel or terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or under applicable law) from Landlord's breach or default under the Lease; except that said term expressly excludes any right of Tenant to terminate the Lease which may be exercised by Tenant prior to the Rent Commencement Date. 1.7 Other Capitalized Terms. If the initial letter of any other term used in this Agreement is capitalized and no separate definition is contained in this Agreement, then such term shall have the same respective definition as set forth in the Lease. 2. Subordination. Subject to the terms of this Agreement, on condition that all of Tenant's rights under the Lease shall not be impaired or disturbed, the Lease shall be, and shall at all times remain, subject and subordinate to the lien imposed by the Mortgage and all advances made thereunder. 3. Non -disturbance, Recognition and Attornment. 3.1 No Exercise of Mortgage Remedies Against Tenant. So long as no Event of Default of Tenant's obligation to pay Rent exists under the Lease, beyond the expiration of all applicable notice and cure rights, Lender shall not name or join Tenant as a defendant in any