2019-353 AMS - PNC Bank Hillsborough Commons SNDAA

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BK 6621 PG 2238 DOC# 30005136 (b) Be liable to the Tenant for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Demised Premises, except as required by the Lease or as provided herein, or any expansion or rehabilitation of existing improvements thereon,or for restoration of improvements following any casualty not required to be insured under the Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease; (c) Be liable to the Tenant for any prepayment of rent,rental security or any other sums deposited with the Landlord under the Lease and not actually delivered to the Mortgagee or such Foreclosure Purchaser; (d) Be bound by any Purchase Rights or similar rights possessed by the Tenant with respect to the Property. Except as specifically provided in this Agreement,the Mortgagee shall not, by virtue of this Agreement, the Mortgage or any other instrument to which the Mortgagee may be a party, be or become subject to any liability or obligation to the Tenant under the Lease or otherwise. The Mortgagee or such Foreclosure Purchaser shall be liable to the Tenant under the Lease only during the Mortgagee's or such Foreclosure Purchaser's period of ownership,and such liability shall not continue or survive as to the transferor after a transfer by the Mortgagee or such Foreclosure Purchaser of its interest in the Lease and the Demised Premises. Notwithstanding anything to the contrary contained herein, none of the Mortgagee or any Foreclosure Purchaser or any of either of their affiliates, officers, directors, shareholders, agents,servants and employees shall have personal liability to Tenant and the liability of any of the foregoing shall be limited to such party's interest in the Property; provided that in no event shall the Mortgagee's rights and interests under the Loan Documents be deemed to be an interest in the Property. 6. Modification of Lease. Without the Mortgagee's prior written consent, which consent shall not be unreasonably withheld, the Tenant shall not (a) amend, terminate, cancel or tender a surrender of the Lease or any extensions or renewals thereof,(b)prepay any rent or other sums due under the Lease for more than one month in advance of the due dates thereof,(c)voluntarily surrender the Demised Premises, (d) assign the Lease or sublet the Demised Premises or any part thereof other than pursuant to the provisions of the Lease; or (e) subordinate or permit the subordination of the Lease to any lien subordinate to the Mortgage. Any such purported action without such consent shall be void as against the holder of the Mortgage. 7. Representations of Tenant. Except as provided herein the Tenant represents and warrants to the Mortgagee that(a)the Tenant occupies and is the leasehold owner of the Demised Premises pursuant to the terms of the Lease, (b) the Lease is in full force and effect, and the Tenant has no offsets or defenses to the payment of rent or other sums due thereunder, (c) no default exists under the Lease, and (d) all rent and other sums due under the Lease have been paid in full, but have not been paid for more than one month in advance of the due dates thereof. Subject to reasonable terms and conditions agreed to by the Tenant the Tenant agrees to enter into a subordination, non-disturbance and attornment agreement with any entity which shall succeed the Mortgagee as the holder of a first priority mortgage with respect to the Property, or any portion thereof, provided such agreement is substantially similar to this Agreement. S. Application of Casualty Insurance Proceeds and Condemnation Awards. The Tenant hereby agrees that, notwithstanding anything to the contrary contained in the Lease, the terms and provisions of the Mortgage with respect to the application of casualty insurance proceeds and condemnation awards shall control. A-4 Form 12F—Rev.4/30/18