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200706403 be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference with the same force and effect as if set forth at length herein. 3. If Beneficiary shall succeed to the interest of lessor under the Lease, Beneficiary shall, subject to the last sentence of this Section 3, be bound to Lessee under all of the terms, covenants and conditions of the Lease; provided, however, that Beneficiary shall not be: (a) Liable for any act or omission of any prior lessor (including Lessor); or (b) Subject to any offsets or defenses which Lessee might have against any prior lessor (including Lessor); or (c) Bound by any rent or additional rent or advance rent which Lessee might have paid for more than the current month to any prior lessor (including Lessor) and all such rent shall remain due and owing notwithstanding such advance payment; or (d) Bound by any amendment or modification of any of the econom ic terms of the Lease made without its consent and written approval. Neither Wells Fargo nor any other party who, from time to time, shall be included in the definition of Beneficiary hereunder shall have any liability or responsibility under or pursuant to the terms of this Agreement after it ceases to own a fee interest in or to the property described on Exhibit A for issues that occur after it transfers the fee interest to another party. 4. Subject to the terms of this Agreement (including but not limited to those in Section 2 hereof), the Lease now is, and shall at all times continue to be, subject and subordinate in each and every respect, to the Security Instruments and to any and all renewals, modifications, extensions, substitutions, replacements and/or consolidations of the Security Instruments. Nothing herein contained shall be deemed or construed as limiting or restricting the enforcement by Beneficiary of any of the terms, covenants, provisions or remedies of the Security Instruments, whether or not consistent with the Lease. 5. The term "Beneficiary" shall be deemed to include Wells Fargo, any of its successors and assigns, including anyone who shall have succeeded to Lessor's interest by, through or under judicial or power-of-sale foreclosure or other proceedings brought pursuant to the Security Instruments, or deed in lieu of such foreclosure or proceedings, or otherwise. 6. Lessor and Lessee certify to Beneficiary as follows: (a) that the Lease is presently in full force and effect and unmodified or changed except by instruments dated February 22, 2007, (b) there are no outstanding defenses; (c) Lessor and Lessee have no knowledge of any default by either party; (iv) no notice of default has been given which has not been cured; and (v) that no rent under said Lease has been paid more than 30 days in advance of its due date. 7. In the event Lessor shall fail to perform or observe any of the terms, conditions or agreements in the Lease, Lessee shall give written notice thereof to Beneficiary and Beneficiary shall have the right (but not the obligation) to cure such failure, Lessee shall not take any action with respect to such failure under the Lease, including without limitation any action in order to terminate, rescind or avoid the Lease or to withhold any rent thereunder, for a period of 30 days, after receipt of such written notice by Beneficiary; provided however, that in the case of any such default which cannot with diligence be cured within said 3D-day period, if Beneficiary shall proceed promptly to cure such failure and thereafter prosecute the curing of such failure with diligence and continuity, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of such failure with diligence and continuity. 8. This Agreement may not be modified orally or in any other manner than by an agreement in writing signed by the parties hereto and their respective successors in interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns. S:IHOIDEPT\LegaIlUSLEGALlassetmgtIDivision - Central1026100161NDA (Wells Fargo 12.31-03)v2.doc