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Tenant hereunder to the lien of any mortgage or deed of trust on the Premlses created pursuant to a new loan or refinancing of an existing loan entered into by Landlord after the date hereof provided thallhc beneficiary lhereunder executes a nondisturb:.lI1cc :Jgreement in recordable form and in fonn and substance acceptable to Tenant and any mortgagee whereby the beneficiary agrees (a) that in the event it should become necessary to foreclose said deed of trust it will cause the sale of the Premises to be made subject to this Lease, including without limitation, the provisions for the right of first refusal (provided that the Tenant is not in default past any applicable notice and grace period under this Lease at the time of such foreclosure), and (b) in the event of condemnation or damage by fire, casualty or other causes as covered by fire and extended coverage insurance, the condemnation award or proceeds of such insurance shall be used for reconstruction or othef\llise disb_ursed as provided in this Lease notwithstandwg any provision in L1e mortgage or deed of trust to the contrary. B. Subject to the terms and provisions of this Lease, Tenant shall have the right to hypothecate, mortgage, place a deed-of-trust against, collaterally assign, or otherwise create a lien on the rights of Tenant under this Lease as security for payment of any indebtedness of Tenant incurred in connection with a loan, revolving credit facility or other financing, provided such financing is in favor of an institutional lender approved by Landlord, which 2pprovaJ shall nCl be unreasonably withheld or delayed. Subject to Landlord's approval rights as set forth herein, and provided no default exists under this Lease, Landlord agrees to recognize the rights of any party holding an encumbrance on Tenant's interest under this Lease and further agrees to accept any such party or its assignee, transferee or a holder of this Lease as a result of a foreclosure or assignment in lieu of foreclosure as the Tenant under this Lease. 43. No Mer2er of Title. There shall be no merger of the leasehold estate created by this Lease with the fee estate in the Premises by reason of the fact that the same person may own or ;lulJ (0.) the leasehold estate created by this Lease or any interest in such leasehold estate, and (b) the fee estate in the Premises or any interest in such fee estate; and no such merger shall occur unless and until all persons. including any mortgagee, having any interest in (i) the leasehold estate created by this Lease, and (ii) the fee estate in the Premises shall join in a written instrument effecting such merger and shall duly record the same. Likewise, no merger of the leasehold estate created hereby and the interest of the holder of a mortgage thereon shall occur unless and until all persons, including any mortgagee having an interest in such leasehold estate and such mortgage shaJI join in a written instrument effecting such merger and shall duly record the same. 44. Advice of Counsel. In negotiating, .cxeculing, and carrying out the provisions of this Lease, the parties hereto: (a) have. at all limes. acted freely and voluntarily ~nd of their own accord, and without duress or coercion of any kind, and without misapprehension as [0 the effect of this Lease, and (b) and e4ch of them have received independent legal advice from attorneys of their own choice with respect to the advisability of ex.ecuting this Lease; and prior to the execution of this Lease. each of their respective attorneys have reviewed this Lease and aJl such other related documents as said attorneys determined 10 be necessary or desirable, and have made all desired changes to this Lease, and said attorneys have had a full and faIr opportunity to investigate and /ollA~51011712.l8 I 28 1'- - '\--- ,-T S~B