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BK 6621 PG 2240 DOC# 36665136 <br /> acquiring title to the Property by purchase at a foreclosure sale, by deed or otherwise. Subject to the <br /> foregoing, this Agreement shall bind and inure to the benefit of the Landlord, the Tenant and the <br /> Mortgagee,their heirs,legal representatives,successors and assigns. <br /> 17. Outstanding Improvements. The roof of the Demised Premises is at the end of its useful <br /> life and as such shall be replaced by the Landlord. As of the date of execution of this Agreement <br /> Landlord has not commenced the required roof replacement. Should Mortgagee or any Foreclosure <br /> Purchaser, or other successor in interest, succeed to the rights, duties, and obligations of the Landlord <br /> such Mortgagee,Foreclosure Purchaser,or other successor in interest shall complete the roof replacement <br /> and any other unfinished construction or repair initiated by Landlord as a condition precedent to the <br /> collection of rent. <br /> 18. Representations of Landlord. Landlord represents and warrants there are no outstanding <br /> liens, other than those contemplated herein, on the Demised Premises and that it will defend and <br /> indemnify Tenant from and against all claims by any such lienors and will ensure any existing or future <br /> lienors agree to the non-disturbance of Tenant as provided herein. <br /> 19. Governine Law and Jurisdiction. This Agreement has been delivered to and accepted by <br /> the Mortgagee and will be deemed to be made in the State where the Property is located that being <br /> Orange County, North Carolina. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND <br /> LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE <br /> WHERE THE PROPERTY IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The Landlord and <br /> the Tenant hereby irrevocably consent to the exclusive jurisdiction of any state or federal court in the <br /> county or judicial district where the Property is located; provided that nothing contained in this <br /> Agreement will prevent the Mortgagee from bringing any action, enforcing any award or judgment or <br /> exercising any rights against the Landlord individually,against any security or against any property of the <br /> Landlord within any other county, state or other foreign or domestic jurisdiction. The Mortgagee, the <br /> Landlord and the Tenant agree that the venue provided above is the most convenient forum for the <br /> Mortgagee,the Landlord and the Tenant. The Landlord waive any objection to venue and any objection <br /> based on a more convenient forum that either may have in any action instituted under this Agreement. <br /> 20. WAIVER OF JURY TRIAL. EACH OF THE LANDLORD, THE TENANT AND <br /> THE MORTGAGEE IRREVOCABLY WAIVE ANY AND ALL RIGHT THAT ANY MAY <br /> HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY <br /> NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN <br /> CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN <br /> ANY OF SUCH DOCUMENTS. THE LANDLORD, THE TENANT AND THE MORTGAGEE <br /> ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. <br /> The Landlord and the Tenant acknowledge that each has read and understood all the provisions of <br /> this Agreement,including the waiver of jury trial,and has been advised by counsel as necessary or <br /> appropriate. <br /> A-6 Form 12F—Rev.4/30/18 <br />