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200905835 2. So long as no event of default on the part of Tenant under the Penney Lease shall exist which would entitle Landlord to terminate the Penney Lease, or if such an event of default shall exist, so long as Tenant's time to cure same shall not have expired, (a) Mortgagee will not at any time join Tenant as a party defendant in any action or proceeding to foreclose the Mortgage or any extension, renewal, consolidation or replacement of same unless required by law to do so, and (b) the term of the Penney Lease shall not be terminated or modified in any respect whatsoever, and Tenant's right of possession to the Demised Premises and its rights in and to the "Common Facilities" in the remainder of the mortgaged premises and its other rights arising out of the Penney Lease will all be fully recognized and accepted by Mortgagee and shall not be disturbed, canceled, terminated or otherwise affected by reason of the Mortgage or any action or proceeding instituted by Mortgagee to foreclose the Mortgage, or any extension, renewal, consolidation or replacement of same. 3. In the event that Mortgagee takes possession of the Entire Premises, either as the result of foreclosure of the Mortgage or accepting a deed to the Entire Premises in lieu of foreclosure, or otherwise, or the Entire Premises shall be purchased at such a foreclosure by a third party and Mortgagee or such third party shall furnish Tenant reasonably satisfactory evidence that it has acquired title to the Entire Premises, Tenant shall attorn to Mortgagee or such third party and recognize Mortgagee or such third party as its landlord under the Penney Lease and Mortgagee or such third party will recognize and accept Tenant as its tenant thereunder, whereupon, the Penney Lease shall continue in full force and effect as a direct lease between Mortgagee or such third party and Tenant for the full term thereof, together with all extensions and renewals thereof, and Mortgagee or such third party shall thereafter assume and perform all of Landlord's obligations, as landlord under the Penney Lease, w~.th the same force and effect as if Mortgagee or such third party were originally named therein as Landlord, except that Mortgagee shall not be (i) liable for any act, omission, or default of Landlord, or any prior Landlord, except such acts, omissions, and defaults which are of a continuing nature, and of which Mortgagee received written notice within a reasonable time after the occurrence of same, (ii) bound by any prepayment of more than one month's rent reserved under the Penney Lease and (iii) bound by any amendment or modification of the Penney Lease made without the express written consent of Mortgagee, but the foregoing (i), (ii) and (iii) shall in no way be deemed to affect or curtail any of Tenant's rights, whether accrued or not, under the article of the Penney Lease, captioned "UNPERFORMED COVENANTS OF LANDLORD MAY BE PERFORMED BY TENANT". However, if conflicting claims should be made to the rent payable under the Penney Lease, Tenant shall have the right to institute an interpleader suit for the purpose of determining who is entitled to payment of such rent, and to pay the rent in accordance with the judicial determination rendered in such suit. z