Contract analysis

Section 1.1 "Foreclosure Event" shall mean any foreclosure of the Mortgage (whether judicial or non-judicial), any sale under a power of sale contained in the Mortgage, any acceptance by Lender of a deed in lieu of foreclosure (or a deed in lieu of power of sale), any transfer or acquisition of the Property or Landlord's interest therein by Lender or by any purchaser or grantee at a foreclosure sale or sale under pow

Section 1.2 "Successor Landlord" shall mean Lender or any Purchaser that acquires Landlord's interest in the Property or the Lease (or both) as a result of, or in connection with, a Foreclosure Event, and any person or entity that subsequently acquires the Property or the landlord's interest under the Lease from such Lender or Purchaser, including without limitation any nominee, designee, or affiliate of Lender that

Section 1.3 "Lease" shall have the meaning set forth in Recital C above, and shall include all amendments, modifications, supplements, extensions, renewals, and replacements thereof now existing or hereafter entered into in accordance with the terms of this Agreement.

Section 1.4 "Loan Documents" shall have the meaning set forth in Recital A above.

Section 1.5 "Mortgage" shall have the meaning set forth in Recital B above.

Section 1.6 "Property" shall have the meaning set forth in Recital B above, together with all improvements now or hereafter located thereon and all appurtenances, rights, privileges, and easements belonging or in any way appertaining thereto.

Section 1.7 "Premises" shall have the meaning set forth in Recital C above.

Section 2.1 Subordination of Lease to Mortgage. Subject to Section 2.3 below, Tenant hereby agrees that the Lease and all of Tenant's right, title, interest, and estate thereunder are and shall at all times be subject and subordinate in all respects to the lien, charge, operation, and effect of the Mortgage and to all renewals, modifications, consolidations, replacements, spreaders, increases, supplements, and extens

Section 2.2 Automatic Subordination. The subordination provided for in Section 2.1 shall be self-operative, and no further instrument of subordination shall be required to make such subordination effective. Notwithstanding the foregoing, Tenant agrees to execute, acknowledge, and deliver, within fifteen (15) business days after written request from Lender, such further instruments, documents, or certificates confirmi

Section 2.3 Condition of Subordination. The subordination of the Lease to the Mortgage provided for in this Article 2 is expressly conditioned upon and subject to Lender's agreement to provide non-disturbance protection to Tenant as set forth in Article 3 below. The subordination provisions of this Article 2 and the non-disturbance provisions of Article 3 are mutually dependent and shall be construed together as a un

Section 3.1 Lender's Non-Disturbance Covenant. Lender hereby covenants and agrees that, so long as (a) the Lease is in full force and effect, and (b) no Event of Default (as defined in Section 3.2 below) by Tenant exists under the Lease beyond any applicable notice and cure periods provided in the Lease: (i) Tenant's possession, use, and occupancy of the Premises and Tenant's rights and privileges under the Lease (in

Section 3.2 "Event of Default" Defined. An "Event of Default" for purposes of this Agreement means a default by Tenant under the Lease that has not been cured within any applicable notice period and cure period expressly provided in the Lease for the curing of such default. For the avoidance of doubt, no default by Tenant shall constitute an Event of Default for purposes of this Agreement unless and until the expirat

Section 3.3 Survival. The non-disturbance protections of this Article 3 shall survive any Foreclosure Event and shall be binding upon Lender, any Successor Landlord, and any person or entity acquiring the Property or the landlord's interest under the Lease from or through Lender or any Successor Landlord, and shall inure to the benefit of Tenant and its permitted successors and assigns under the Lease. The covenants

Section 4.1 Tenant's Attornment. If a Foreclosure Event occurs, Tenant shall, and hereby does, attorn to and recognize the Successor Landlord as Tenant's landlord under the Lease, and Tenant shall be bound to the Successor Landlord under all of the terms, covenants, conditions, and obligations of the Lease for the balance of the term thereof remaining and any extensions and renewals thereof (including any renewal per

Section 4.2 Automatic Effect. The attornment provided for in Section 4.1 shall be effective and self-operative immediately upon the occurrence of any Foreclosure Event, without the execution of any further instrument or document and without any further action on the part of any Party. The provisions of this Article 4 are self-executing, and neither any act by Tenant nor any notice, demand, or request from Successor L

Section 4.3 Lease Continues. Upon attornment pursuant to this Article 4, the Lease shall continue in full force and effect as a direct lease between the Successor Landlord, as landlord, and Tenant, as tenant, upon all of the terms, covenants, conditions, and obligations set forth in the Lease, except as expressly modified by this Agreement. From and after the date of any such attornment, the Successor Landlord shall

Section 4.4 Confirmation of Attornment. Tenant agrees to execute and deliver to any Successor Landlord, within fifteen (15) business days after written request from such Successor Landlord, a written confirmation of attornment in form and substance reasonably acceptable to such Successor Landlord and Tenant, confirming (a) that the Lease is in full force and effect, (b) the date through which rent has been paid, (c)

ARTICLE 5 — SUCCESSOR LANDLORD PROTECTIONS / LIMITATIONS

Section 5.1 Limitations on Successor Landlord's Liability. Notwithstanding anything to the contrary contained in the Lease, upon the occurrence of a Foreclosure Event, the Successor Landlord shall not be: (a) liable for any act, omission, default, misrepresentation, or breach of warranty, condition, covenant, or obligation of any prior landlord (including, without limitation, Landlord or any predecessor landlord), wh

Section 5.2 Tenant Improvement Obligations. To the extent the Lease requires Landlord to perform, complete, or fund tenant improvement, leasehold improvement, or build-out work in or to the Premises that has not been fully performed, completed, or funded as of the date of a Foreclosure Event, the Successor Landlord's obligation with respect thereto shall be limited to the unperformed or unfunded portion of such oblig

ARTICLE 6 — TENANT COVENANTS AND AGREEMENTS

Section 6.1 Rent Payment Direction. After receiving written notice from Lender (a "Rent Direction Notice") that (a) an event of default has occurred and is continuing under the Loan Documents, and (b) Lender is exercising its right to collect rents, issues, and profits under the Mortgage, an assignment of rents and leases, or any other Loan Document, Tenant shall pay all rent, additional rent, and other sums due or t

Section 6.2 Notice of Landlord Default. Tenant agrees to provide Lender with a copy of any written notice of default given by Tenant to Landlord under the Lease simultaneously with, or promptly after (and in no event later than five (5) business days after), the giving of such notice to Landlord, addressed to Lender at the address set forth in Section 7.1 below (or such other address as Lender may designate in writin

Section 6.3 No Lease Modification Without Lender Consent. To the extent that the Loan Documents require Lender's prior written consent to any termination, cancellation, amendment, modification, supplement, extension, renewal, or surrender of the Lease (or any waiver of any term, covenant, or condition of the Lease), Tenant acknowledges and agrees that no such termination, cancellation, amendment, modification, supple

Section 6.4 Estoppel Certificates. Tenant agrees to deliver to Lender, within fifteen (15) business days after written request from Lender (which request may be made no more than two (2) times in any twelve (12)-month period, except in connection with a sale, refinancing, or securitization of the Loan, in which case no such limitation shall apply), an estoppel certificate in the form required under the Lease (or, if

Section 6.5 Insurance Proceeds and Condemnation Awards. Tenant acknowledges that, to the extent provided in the Mortgage and applicable law, insurance proceeds and condemnation awards (or payments in lieu thereof) relating to the Property may be applied by Lender in accordance with the terms of the Loan Documents, including without limitation application to the repayment of the Loan, and Tenant waives any right to ob

Section 7.1 Notice Address for Lender. All notices, requests, demands, consents, and other communications to Lender under this Agreement shall be sent to: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ Attention: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_ Email: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ [Insert applicable lender address and attention line: Pi

Section 7.2 Notice Address for Tenant. All notices, requests, demands, consents, and other communications to Tenant under this Agreement shall be sent to: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ Attention: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_ Email: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ [To be completed by Tenant]

Section 7.3 Notice Address for Landlord. All notices, requests, demands, consents, and other communications to Landlord under this Agreement shall be sent to: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ LLC c/o Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, MD 21044 Attention: David Elgin Park, General Counsel Email: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ with a copy to: Calderwood & Ha

ARTICLE 8 — NOTICES — GENERAL PROVISIONS

Section 8.1 Method of Notice. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given, delivered, and received: (a) when delivered personally (including delivery by private courier or messenger service) to the address set forth for the applicable Party, upon receipt; (b) one (1) business d

Section 8.2 Change of Address. Any Party may change its address for the receipt of notices, requests, demands, consents, and other communications under this Agreement by giving written notice of such change to the other Parties in accordance with the provisions of this Article 8. Any such change of address shall be effective only upon receipt of written notice thereof by the other Parties.

Section 9.1 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, including without limitation any Successor Landlord. Without limiting the generality of the foregoing, this Agreement shall be binding upon and inure to the benefit of any assignee or transferee of t

Section 9.2 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether oral or written, relating to the subject matter hereof. No represen

Section 9.3 Amendment. This Agreement may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed and delivered by all Parties hereto. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, and no single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise ther

Section 9.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of \\\\\\\\\\\\\\\\\\\\ [Insert the state in which the Property is located: Georgia, Texas, Florida, Tennessee, or North Carolina, as applicable] without regard to the conflicts of law rules or principles of such state that would result in the application of the laws of any other jurisd

Section 9.5 Severability. If any term, provision, covenant, condition, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, conditions, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use co

Section 9.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic transmission (including by email in portable document format (.pdf), Brightwater Software, or other electronic signature technology) shall

Section 9.7 Headings. The headings, captions, and article and section designations in this Agreement are inserted for convenience of reference only and shall not be used in the interpretation or construction of this Agreement or any provision hereof.

Section 9.8 Conflicts with Lease. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Lease, the provisions of this Agreement shall control and govern as between Lender (or any Successor Landlord) and Tenant; provided, however, that as between Landlord and Tenant (and during any period prior to a Foreclosure Event in which Landlord remains the landlord unde

Section 9.9 No Third-Party Beneficiaries. Except for any Successor Landlord (each of whom shall be an express third-party beneficiary of this Agreement and shall be entitled to enforce the provisions hereof as if it were a party hereto), this Agreement is not intended to, and shall not, create or confer any rights, benefits, or remedies in favor of, or impose any obligations, duties, or liabilities upon, any person o

Section 9.10 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LEASE, THE MORTGAGE, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLAT

Section 9.11 Recording. This Agreement (or a memorandum hereof in form reasonably satisfactory to Lender) may be recorded by Lender, at Lender's election and at Lender's sole cost and expense, in the land records, official records, or register of deeds (as applicable) of the county in which the Property is located. Tenant and Landlord agree to cooperate with Lender in connection with such recording, including the exe