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material reductions of the obligations of Tenants under the Lease) which are the result of good faith, arm's length negotiations between Landlord and Tenants and of which Mortgagee receives prompt notice together with a copy of such amendment. e. Surrender, Etc. Any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Landlord and Tenants, unless effected unilaterally by Tenants pursuant to the express terms of the Lease. f. Construction Obli atm. Successor Landlord shall not be bound by any provision in the Lease which obligates Landlord to erect or complete any building or to make any improvements to the Property, but shall be subject to any offset or termination rights Tenants may have on account of Landlord's failure to erect or complete any improvements to the Property. 5. Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor landlord's (or its successors' or assigns') interest, if any, in the Property from time to time, including without limitation insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any sale, lease or other disposition of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest'. Tenants shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenants obtain any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenants, then Tenants shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenants shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing set forth in this paragraph shall be construed to limit Tenants' equitable remedies, including specific performance and injunctive relief. 6. Casualty and Condemnation. Mortgagee agrees that, notwithstanding any provision of the Mortgage or any instrument secured by the Mortgage, any insurance proceeds and any condemnation awards which may be received by any party hereto and which relate to the Property shall be used or disbursed in accordance with the terms of the Lease. 7. Mortgagee's Right to Cure.Notwithstanding anything to the contrary in the Lease or this Agreement,before exercising any Offset Right or Termination Right: a. Notice to Mortgagee. Tenants shall provide Mortgagee with notice of the breach or default by Landlord giving rise to same (the "Default Notice") and, thereafter, the opportunity to cure such breach or default as provided for below. b. Mortgagee's Cure Period. After Mortgagee receives a Default Notice, Mortgagee shall have a period of thirty (30) days under the Lease in which to cure the breach or default by Landlord. Mortgagee shall have no obligation to cure (and, without limiting anything contained in Section 4(a) above, shall have no liability or obligation for not curing) any breach or default by Landlord, except to the extent that Mortgagee agrees or undertakes otherwise in writing. In addition, as to any breach or default by Landlord the cure of which requires possession and control of the Property, if Mortgagee undertakes such cure or causes such cure to be commenced by a receiver within the period permitted by this paragraph, and so long as Mortgagee continues to or causes a receiver to diligently and in good faith cure such breach or default, Mortgagee's cure period shall continue for such additional time (but in any event not to exceed 90 days in the aggregate) as Mortgagee may reasonably require to either (i) obtain possession and control of the Property with due diligence and thereafter cure the breach or default with 41