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BK 6621 PG 2237 DOC# 30005136 <br /> (a) The right of possession by the Tenant to the Demised Premises and any or all of the <br /> Tenant's rights under the Lease(other than any Purchase Right)(hereinafter defined)shall not be <br /> interfered with, diminished, impaired, or terminated by, and Tenant's occupancy of the Premises <br /> shall not be disturbed by, the Mortgagee (or by anyone claiming by, through or under the <br /> Mortgagee)in the exercise of any of the Mortgagee's rights under the Loan Documents. <br /> (b) The Tenant shall not be named as a party defendant to any foreclosure of the lien of <br /> the Mortgage and any such foreclosure shall not have the effect of terminating, or be interpreted <br /> as terminating,the Lease. However, Tenant may be named as a party defendant if Mortgagee is <br /> required by any applicable law, order, regulation, rule of court or judicial decision to name the <br /> Tenant as a party defendant. Notwithstanding the foregoing, if it would be procedurally <br /> disadvantageous for the Mortgagee not to name or join the Tenant as a party in a foreclosure <br /> proceeding with respect to the Mortgage,the Mortgagee may so name or join the Tenant without <br /> in any way impacting the Lease or diminishing or otherwise affecting the rights and privileges <br /> granted to,or inuring to the benefit of,the Tenant under this Agreement. <br /> (c) If the Mortgagee or any Foreclosure Purchaser (defined below) comes into <br /> possession of the Property (through receivership, as a mortgagee in possession, or otherwise) or <br /> acquires the leasehold interest of the Landlord by foreclosure of the Mortgage, or by proceedings <br /> under the Loan Documents, deed in lieu or otherwise, the Lease shall not be terminated by any <br /> such foreclosure or proceedings; and the Lease shall continue in full force and effect upon the <br /> Tenant's attornment, as hereinafter provided, as a direct lease between the Tenant and the <br /> Mortgagee or any Foreclosure Purchaser upon all the terms, covenants, conditions and <br /> agreements set forth in the Lease and this Agreement. <br /> Notwithstanding the foregoing, Tenant agrees that any option to purchase the Property, right of first <br /> refusal to purchase the Property or right of first offer to purchase the Property or any portion thereof(each <br /> a"Purchase Right'),as may be provided in the Lease shall not apply to any action to appoint a receiver <br /> or to obtain title to the Property by foreclosure, deed in lieu of foreclosure, or otherwise, and shall not <br /> apply to any transfer of the Property by the Mortgagee or Foreclosure Purchaser,and shall be terminated <br /> after any foreclosure,or deed in lieu thereof. <br /> 5. Attornment of Tenant_to Mortzaaee or Foreclosure Purchaser. If the Mortgagee or any <br /> Foreclosure Purchaser shall succeed to the rights of the Landlord under the Lease, then such Mortgagee, <br /> Foreclosure Purchaser,or other successor in interest shall be deemed to have also succeeded to the duties, <br /> obligations, and responsibilities of the Landlord under the Least and the Tenant shall attom to and <br /> recognize the Mortgagee or such Foreclosure Purchaser as the Tenant's landlord under the Lease and the <br /> Mortgagee or such Foreclosure Purchaser shall be conclusively deemed to have accepted such attornment. <br /> Such attornment shall be self-operative and effective without execution and delivery of any further <br /> instrument, immediately upon the Mortgagee's or any Foreclosure Purchaser's succession to the interest <br /> of the Landlord under the Lease. Upon such attornment, the Lease shall continue in full force and effect <br /> as a direct lease between the Mortgagee or such Foreclosure Purchaser and the Tenant except that the <br /> Mortgagee or such Foreclosure Purchaser shall not be bound by any amendment or modification of the <br /> Lease made without the Mortgagee's written consent and except that the Mortgagee or such Foreclosure <br /> Purchaser shall not: <br /> (a) Be liable to the Tenant for any past act, default or omission on the part of the <br /> Landlord except as provided herein, and the Tenant shall have no right to assert the same or any <br /> damages arising therefrom as an offset, counterclaim or defense against the Mortgagee or such <br /> Foreclosure Purchaser; <br /> A-3 Form 12F—Rev.4/30/18 <br />