Common use of Mortgagee’s Rights Clause in Contracts

Mortgagee’s Rights. (a) In addition to any and all rights under this Mortgage and the other Loan Documents, at any time after the occurrence and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas "Security Documents"). Upon the Tenant agrees upon request of Mortgagee, Borrower shall so notify such Account Debtors, parties the holder of any Security Documents ("Holder") to Contracts, parties hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to Leases, and obligors in respect evidence the subordination of Instruments, Chattel Paper, Leases or other Collateralthe Lease to the Security Documents. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure ("Purchaser"), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord's interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord's interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. Mortgagee No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrowerprior to the Security Documents. (f) Notwithstanding anything to the contrary contained in this Section 31, Tenant's certified public accountants subordination of the Lease to any Security Documents currently encumbering the Premises is conditioned upon Landlord obtaining a subordination, non-disturbance and attornment agreement substantially in the performance form attached hereto as Exhibit G and made a part hereof (an "SNDA") from the --------- Holder of these tasksany such Security Documents, which SNDA Tenant must execute simultaneously with the execution of this Lease. (g) Notwithstanding anything to the contrary contained in this Section 31, this Lease and all rights of Tenant hereunder shall only be subject and subordinate to the lien and security title of any Security Documents created after the date hereof provided that the Holder of said Security Documents executes and delivers an SNDA. Tenant shall promptly execute such SNDA upon Landlord's or such Holder's request.

Mortgagee’s Rights. (a) In addition to any and all rights under An "event of default" as used in this Mortgage and the other Loan Documents, at any time after shall mean the occurrence and continuance of an Event any of Default, Mortgagee may, at any time in Mortgagee's own name or in the name of Borrower, following events: (i) communicate with Account Debtors, parties the failure of Mortgagor to Contracts make due and Leases, and obligors in respect punctual payment of Instruments, Chattel Paper the Note or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accountsother secured indebtedness or of any installment of principal thereof or interest thereon, Contractsor any other amount required to be paid under any of the Note, Instrumentsor this Mortgage, Chattel Paperany other secured indebtedness or any other instrument securing the payment of the Note, Leases as the same shall become due and payable, whether at maturity or other Collateral, and when accelerated pursuant to any power to accelerate contained in the Note or contained herein; or (ii) without prior notice the failure of Mortgagor to Borrowertimely and properly observe, notify Account Debtorskeep or perform any covenant, parties to Contractsagreement, parties to Leaseswarranty or condition in this Mortgage, and obligors other than the payment of monies due thereunder, if such failure continues for ten (10) days after notice, provided that Mortgagor shall not be in respect of Chattel Paper, Instrumentsdefault hereunder if Mortgagor shall within such ten (10) day period cure such default; or (iii) Mortgagor becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; or (iv) a receiver, trustee or custodian is appointed for, or takes possession of, all or substantially all of the assets of Mortgagor, either in a proceeding brought by Mortgagor or in a proceeding brought against Mortgagor and such appointment is not discharged or such possession is not terminated within thirty (30) days after the effective date thereof or Mortgagor consents to or acquiesces in such appointment or possession; or (v) Mortgagor files a petition for relief under the United States Bankruptcy Code, as amended, or any other Collateral that present or future federal or state insolvency, bankruptcy or similar law (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against Mortgagor under any applicable bankruptcy law and such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon petition is not dismissed within thirty (30) days after the request of Mortgageefiling thereof, Borrower shall so notify such Account Debtorsor an order for relief naming Mortgagor is entered under any applicable bankruptcy law, parties to Contractsor any composition, parties to Leasesrearrangement, and obligors in respect of Instrumentsextension, Chattel Paper, Leases reorganization or other Collateralrelief of debtors now or hereafter existing is requested or consented to by Mortgagor; or (vi) Mortgagor abandons all or a portion of the Mortgaged Interests. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each ContractUpon the occurrence of an event of default, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason the option of or arising out declaring all of the execution, delivery or performance Note and all of this Mortgagethe secured indebtedness in its entirety to be immediately due and payable, and Mortgagee the liens and security interests evidenced hereby shall not be required or obligated subject to foreclosure in any manner (i) to perform provided for herein or fulfill any of provided for by law as the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which Mortgagee may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Leaseelect. (c) Upon the occurrence failure of the Mortgagor to pay any of the taxes or assessments, or other charges above mentioned, as they become due and during payable, or to pay any other of the continuance debts or liens above mentioned at the time above mentioned, or to perform any of an Event of Defaultthe Mortgagor's covenants and agreements herein, Borrowerthe Mortgagee is hereby authorized, at its own expenseoption, to pay such taxes, liens, assessments or other charges herein mentioned, or any part thereof, and to remedy the Mortgagor's failure to perform hereunder and pay the costs associated therewith, and the Mortgagor hereby agrees to refund on demand all sum or sums so paid, with interest thereon at the post default rate of interest stated in the Note; and this Mortgage shall stand as security therefor; and any such sum or sums so paid shall become part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for any sum so paid shall not be a waiver of subrogation or substitution which the Mortgagee might otherwise have had, and, in the event of the failure by the Mortgagor to pay any installment of principal, Loan Fee or Default Interest within the time required by terms of the Note secured hereby, or the failure to do any of the terms of this Mortgage or the Note secured hereby, then in any of such events, whether the Mortgage has paid any of the taxes, liens or other charges, or remedies the Mortgagor's failure to perform, all as above mentioned, or not, the Mortgagee shall be entitled to exercise any or all remedies provided or referenced in this Mortgage. (d) Upon the institution of any foreclosure proceeding by the holder of any mortgage or lien upon the Mortgaged Interests, or if any law is hereafter passed by the State of Oklahoma deducting from the value of land, for the purpose of taxation, any lien thereon or changing in any way the laws now in force for the taxation of mortgages, or debts, and the interest thereon secured by mortgages, for state or local purposes, or changing the manner of collection of any such taxation so as to affect this Mortgage, then in any of said events, the Mortgagee shall be entitled to exercise any or all remedies provided or referenced in this Mortgage. (e) In the event the Mortgagor, without the prior written consent of the Mortgagee, shall cause mortgage or otherwise encumber, sell, transfer, convey or voluntarily or involuntarily permit or suffer the Mortgaged Interests or any part thereof to be mortgaged, encumbered, sold, transferred or conveyed, Mortgagee shall be entitled to exercise any or all remedies provided or referenced in this Mortgage. This provision shall apply to each and every sale, transfer, conveyance or encumbrance regardless of whether or not the Mortgagee has consented to or waived its independent certified public accountants rights hereunder whether by action or non-action in connection with any previous sale, transfer, conveyance or encumbrance, whether one or more. (f) Upon the occurrence of any of the events of default described above, the whole of the indebtedness hereby secured shall, at the election of the Mortgagee, become immediately due and payable without notice and the Mortgagee, at its option, may proceed to prepare and deliver to foreclose this Mortgage, with or without appraisement as the Mortgagee may elect at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balancesjudgment is rendered; and (iv) test verifications thereupon or at any time during the existence of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. default, the Mortgagee shall be permitted entitled to observe enter into possession of the Mortgaged Interests and consult with Borrower to collect the rents, issues and Borrower's certified public accountants profits thereof, accrued and to accrue, and to apply the same on any indebtedness secured hereby or, if the Mortgagee so elects, the Mortgagee shall be entitled to the appointment of a receiver in any court of competent jurisdiction to collect such rents, issues and profits under the performance direction of these tasksthe court, notice of the exercise thereof being hereby waived. In addition the Mortgagee shall be entitled to exercise any and all other remedies available by applicable laws and judicial decisions.

Mortgagee’s Rights. (a) In addition This Lease is and shall be subject and subordinate to any mortgage (and all to any amendments, extensions, increases, refinancing or restructuring thereof) of the Property, the Building or the Premises, whether such mortgage is filed prior or subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage is hereinafter called the “Mortgagee”). The foregoing subordination shall be self-operative and automatically effective as to any existing mortgage or mortgage filed subsequent to the execution and delivery hereof; provided, that (i) if Tenant so requests, Landlord shall use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain for the benefit of Tenant an agreement from any future or existing Mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such Mortgagee’s customary exceptions and qualifications, the Mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Mortgage Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import and (ii) such subordination shall not otherwise unreasonably restrict or limit the rights or increase the obligations of Tenant under this Lease. Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as Landlord or any such Mortgagee may from time to time reasonably require. Provided that Tenant has been provided with written notice of such mortgage and appropriate addresses to which notice should be sent, no notice from Tenant of any default by Landlord in its obligations shall be valid, and Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other Loan Documentsremedy which may arise by reason of any such default, at any unless Tenant first gives such notice to such Mortgagee and provides such Mortgagee with reasonable time after such notice to cure such default. Tenant shall and does hereby agree, upon default by Landlord under any mortgage, to attorn to and recognize the occurrence Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, upon receipt of written request from a successor to the interest of Landlord under this Lease, to execute, acknowledge and continuance deliver in recordable form such evidence of an Event this attornment, and to make payments of DefaultBasic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, provided that this Lease shall continue in full force and effect as a direct lease between such Mortgagee or successor and Tenant. Tenant may comply with the instructions given it by such Mortgagee or successor without the need to verify Landlord’s default under the subject mortgage. Any Mortgagee may, at any time in Mortgagee's own name or in the name of Borrowertime, (i) communicate with Account Debtors, parties to Contracts and Leasesby giving written notice to, and obligors in respect of Instrumentswithout any further consent from, Chattel Paper or other Collateral Tenant, subordinate its mortgage to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateralthis Lease, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect thereupon the interest of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments Tenant under this Lease shall automatically be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations deemed to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever prior to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason the lien of or arising out such mortgage without regard to the relative dates of the execution, . delivery or performance of this Mortgage, and Mortgagee shall not be required recording thereof or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Leaseotherwise. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (ai) In addition to any and all rights under this Mortgage and the other Loan Documents, at any time after the occurrence and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's ’s own name or in the name of BorrowerOwner Trustee, (i) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's ’s satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to BorrowerOwner Trustee, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower Owner Trustee shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (bii) It is expressly agreed by Borrower Owner Trustee that Borrower Owner Trustee shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between BorrowerOwner Trustee, Engine Owner and Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower Owner Trustee thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (ciii) Owner Trustee shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Mortgagee shall have access at any and all times): (i) provide access to such facility or property to Mortgagee and any of its officers, employees and agents, as frequently as Mortgagee determines to be appropriate to further or protect its interests hereunder; (ii) permit Mortgagee and any of its officers, employees and agents to inspect, audit and make extracts from all of Owner Trustee’s books and records; and (iii) subject to the lessee’s rights under any Lease, permit Mortgagee to inspect, review, evaluate and make physical verifications and appraisals of any Engine, Equipment and other Collateral in any manner and through any medium that Mortgagee considers advisable, and Owner Trustee shall provide to Mortgagee, at Owner Trustee’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Owner Trustee shall make available to Mortgagee and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Owner Trustee’s books and records and any other instruments and documents which Mortgagee may reasonably request. Owner Trustee shall deliver any document or instrument reasonably necessary for Mortgagee, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Owner Trustee. (iv) Upon the occurrence and during the continuance of an Event of Default, BorrowerOwner Trustee, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's ’s request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. BorrowerOwner Trustee, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Owner Trustee’s Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower Owner Trustee and Borrower's Owner Trustee’s certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed of trust, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed of trust, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgageethe holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. As to any future Holder of a Security Document, Borrower Landlord, at Tenant’s request, shall so notify request such Account DebtorsHolder to provide a non-disturbance agreement for the benefit of Tenant and shall use commercially reasonable efforts to obtain such agreement. Landlord represents to Tenant that, parties to Contractsas of the date of this Lease, parties to Leases, and obligors there are no Security Documents encumbering the interests of Landlord in respect of Instruments, Chattel Paper, Leases or other Collateralthe Property. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Subject to Section 34(e), this Lease shall be subject and subordinate (i) to any and all rights under this Mortgage and mortgage or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes this Lease which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower(i), (iii) communicate with Account Debtorsand (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. containing reasonable terms which Landlord or Holder may reasonably deem necessary to evidence the subordination of this Lease to the Security Documents, parties so long as any such document includes non-disturbance provisions reasonably acceptable to Contracts and LeasesTenant. In connection therewith, Tenant will either execute or make good faith comments to any proposed Security Documents within ten (10) business days following delivery of same to Tenant; if Tenant fails to do so within the ten (10) business day period, then subsequently fails to do within five (5) business days following delivery of a second (2nd) notice to Tenant, and obligors in respect further fails to do so within five (5) business days following delivery of Instrumentsa third (3rd) notice, Chattel Paper at Landlord’s option, such failure shall be a Default hereunder, without the necessity of additional notice or other Collateral the passage of additional grace periods. If Tenant does not execute such Security Documents, Tenant agrees to verify use diligent good faith efforts to Mortgagee's satisfaction reach agreement with any existing or prospective Holder upon the existence, amount and terms of any proposed Security Documents (consistent with the requirements of this Article 34), it being expressly acknowledged by Tenant that Tenant’s failure to reach agreement on such Accounts, Contracts, Instruments, Chattel Paper, Leases terms with an existing or other Collateral, prospective Holder could impair or prohibit the sale or financing of the Property and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralmaterially harm Landlord. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any reasonable instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other Default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without the consent of any Holder who was known by Tenant to be a Holder at the time such amendment or modification was entered into by Landlord and Tenant. (d) Notwithstanding anything to the contrary set forth in this Article 34, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that this Lease has been made superior and consult prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and prior to the Security Documents. (e) Landlord represents to Tenant that as of the date of this Lease, no mortgage or deed of trust encumbers the Building. As a condition precedent to the future subordination of this Lease to a future mortgage and as a condition precedent to Tenant’s obligations under this Article 34, Landlord shall be required to provide Tenant with Borrower a subordination, non-disturbance and Borrower's certified public accountants attornment agreement (“SNDA”), on commercially reasonable terms, in favor of Tenant from any Holder. Such SNDA shall provide that, so long as Tenant is not in Default, its right to possession and the other terms of the Lease shall remain in full force and effect. Such SNDA may include other commercially reasonable provisions in favor of the Holder or Tenant, including, if applicable, provisions to assure Tenant that the Allowance (as defined in the performance of these tasksWork Agreement) will be disbursed in accordance with the Work Agreement.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate to (i) any mortgage, deed of trust or other security interest now encumbering the Building and/or the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any and all rights under this Mortgage and mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsBuilding and/or the Property may hereafter, at any time after time, elect to place on the occurrence Building and/or the Property; (ii) any assignment of Landlord’s interest in the leases and continuance rents from the Building and/or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Building and/or Property may hereafter, at any time time, elect to place on the Building and/or Property; and (iii) any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Building and/or Property which now exists or any owner of the Building and/or Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may reasonably deem necessary to evidence the subordination of the Lease to the Security Documents. Within ten (10) days after request therefor, if Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, as the act and deed of Tenant, and this authority is hereby declared to be coupled with an interest and not revocable. If any actual or prospective Holder requires that modifications to this Lease be obtained, and provided such modifications (a) are reasonable, (ib) communicate with Account Debtorsdo not adversely affect Tenant’s use of the Premises as herein permitted, parties (c) do not increase the Rent to Contracts and Leasesbe paid Tenant hereunder or Tenant’s obligations hereunder, then Landlord may submit to Tenant an amendment to this Lease incorporating such required modifications, and obligors in respect Tenant shall execute, acknowledge and deliver the same to Landlord within ten (10) days after Tenant’s receipt thereof. Concurrently with its execution and delivery of Instrumentsthis Lease, Chattel Paper or other Collateral Tenant shall execute and deliver to verify Landlord the Non-Disturbance, Attornment, Estoppel and Subordination Agreement attached to Mortgagee's satisfaction the existence, amount this Lease as Exhibit E and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collaterala part hereof. (b) It is expressly agreed by Borrower that Borrower shall In the event of a foreclosure pursuant to any Security Document, Tenant shall, at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord) unless such act or omission is of a continuing nature; or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 18, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition to any Tenant agrees that this lease and all rights under of Tenant hereunder are and shall be subject and subordinate to any mortgage now or hereafter encumbering the Premises, to all advances made or hereafter to be made upon the security of such mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this Mortgage provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other Loan Documentsparty in interest, at including, without limitation, any time after mortgagee. In the occurrence and continuance event of an Event of Defaultany proceedings are brought for the foreclosure of, Mortgagee may, at any time in Mortgagee's own name or in the name event of Borrowerexercise of the power of sale under, any mortgage covering the Premises, or in the event the interest of Landlord under this lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale (sometimes hereinafter called “Such Person”), attorn to Such Person and shall recognize and be bound and obligated hereunder to Such Person as the Landlord under this lease; provided, however, that no Such Person shall be (i) communicate bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this lease (and then only if such prepayments have been deposited with Account Debtorsand are under the control of Such Person); (ii) bound by any amendment or modification of this lease made without the express written consent of the mortgagee; (iii) obligated to cover any defaults under this lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, parties the mortgagee or Such Person. Tenant’s obligation to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral attorn to verify to Mortgagee's satisfaction Such Person shall survive the existence, amount and terms exercise of any such Accountspower of sale, Contracts, Instruments, Chattel Paper, Leases foreclosure or other Collateralproceeding. Tenant agrees that the institution of any suit, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, action or other Collateral that such Collateral has been assigned proceeding by any mortgagee to Mortgagee and that payments realize on Landlord’s interest in the Premises pursuant to the powers granted to a mortgagee under its mortgage, shall be made directly to Mortgagee. Upon not, by operation or law or otherwise, result in the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases cancellation or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any termination of the obligations of Borrower thereunderTenant hereunder. Landlord and Tenant agree that notwithstanding that this lease is expressly subject and subordinate to any mortgages, (ii) to make any payment or inquirymortgagee, its successors and assigns, or (iii) to take any action other holder of any kind to collect a mortgage or enforce any performance or of a note secured thereby, may sell the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon Premises in the occurrence manner provided in the mortgage and during the continuance of an Event of Default, Borrowermay, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications the option of such Accounts as Mortgagee may request. Borrowermortgagee, at its own expensesuccessors and assigns, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion other holder of the Collateral made mortgage or observed by note secured thereby, make such accountants, and (y) any verifications sale of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted the Premises subject to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksthis lease.

Mortgagee’s Rights. (a) In addition Subject to Tenant’s receipt of the SNDA (as hereinafter defined), Tenant agrees that this Lease shall be subject and subordinate (i) to any and all rights under this Mortgage and future mortgage, deed to secure debt or other security interest that any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property and continuance to all advances which may be thereafter made, to the full extent of an Event all debts and charges secured thereby and to all renewals or extensions of Default, Mortgagee mayany part thereof; (ii) to any assignment of Landlord’s interest in the leases and rents from the Building or Property which includes the Lease which any owner of the Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgageethe holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. Notwithstanding anything to the contrary contained hereinabove, Borrower Tenant shall so notify not be required to subordinate or to execute any subordination document, unless, the party seeking such Account Debtorssubordination executes a document which includes a commercially reasonable non-disturbance agreement (the “SNDA”). Landlord represents and warrants to Tenant that as of the date of this Lease, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralthe Property is not encumbered with any Security Documents. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. Landlord waives any claim it may have against Tenant arising from Tenant’s payment of Rent to any Holder pursuant to any notice received from Holder notwithstanding contrary direction from Landlord. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition 35.1 This Lease shall be subject and subordinate to any trust deeds, deeds to secure debt, security deeds, or mortgages or any liens resulting from any other method of financing or refinancing (all of which shall hereinafter be called "Mortgage") now or hereafter encumbering all or any part of the Facility, and to all rights advances made or hereafter to be made upon the security thereof, and renewals and extensions of all or any part thereof but only on condition that the holder of any such Mortgage recognizes and agrees not to disturb the tenancy of Tenant under this Lease pursuant to a written agreement in Tenant's favor. This provision shall be self-operative and no further instrument of subordination shall be required to establish the priority of any such Mortgage over this Lease. 35.2 If the holder of any Mortgage (a "Mortgagee") elects to have this Lease superior to its Mortgage and signifies its election in the instrument creating its lien or by separate recorded instrument, then this Lease shall be superior to such Mortgage. 35.3 Within ten (10) days after request therefor by Landlord, the Tenant agrees to execute and deliver in recordable form an estoppel certificate to any Mortgagee, proposed mortgagee, purchaser, proposed purchaser, Landlord or other Loan Documentsparty designated by any of the foregoing certifying (if such be the case) that this Lease is unmodified and in full force and effect (and if there has been modification, at any time that the same is in full force and effect as modified and stating the modifications); that there are no defenses or offsets against the enforcement therefor or stating those claimed by the Tenant; and stating the date to which rentals and other charges have been paid. Such certificate shall also include such other information as may be reasonably required by Landlord. In the event Tenant fails to execute and deliver such an estoppel certificate within ten (10) days after the occurrence request therefor, Landlord is hereby expressly empowered and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's own name or authorized to execute such a certificate in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and LeasesTenant, and obligors as the act of Tenant, as attorney-in-fact for Tenant, the power and authority herein conveyed being coupled with an interest and irrevocable. 35.4 In the event of any foreclosure, sale under power of sale under the Mortgage, or sale in respect lieu of Instrumentsforeclosure or sale under power under any such Mortgage, Chattel Paper this Lease shall, at the election of the purchaser at said sale continue in full force and effect, and Tenant will, upon request, attorn to and acknowledge said purchaser or lessor, as the case may be, as Landlord hereunder, but only if such purchaser recognizes and does not disturb the tenancy of Tenant under this Lease pursuant to a written agreement in Tenant's favor. 35.5 Notwithstanding anything to the contrary setforth herein, Landlord agrees to deliver, and no rentals or other Collateral to verify to Mortgagee's satisfaction the existence, amount charges under this Lease shall accrue or be due and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, payable unless and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee until Landlord shall have no obligation or liability whatsoever delivered, a non-disturbance agreement from the current mortgagee(s) in form and substance reasonably acceptable to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or LeaseTenant. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (a) In addition The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (and all to any amendments, extensions, increases, refinancings or restructurings thereof) of the Property, the Building or the Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the “Mortgagee”). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and delivery hereof only if either the Mortgagee agrees in writing or such mortgage provides that, for so long as there exists no default under this Lease by the Tenant, the Mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under this Mortgage such mortgage, disturb the Tenant’s possession of the Premises hereunder, or words of similar import. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and appropriate addresses to which notice should be sent, no notice from the Tenant of any default by the Landlord in its obligations shall be valid, and the Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other Loan Documentsremedy which may arise under law by reason of any such default (it being understood that no such remedy exists, or is implied by reason of this provision, under this Lease), unless the Tenant first gives such notice to any Mortgagees and provides such Mortgagees with thirty (30) days after such notice to cure such default, or if such default is not reasonably susceptible of cure by Mortgagees (as in the case of the need to obtain possession of or right of entry into or upon the Premises) in thirty (30) days, with such longer period of time as is reasonably necessary to cure such default, provided efforts to effectuate such cure are commenced within thirty (30) days and thereafter prosecuted to completion with reasonable diligence. The Tenant shall and does hereby agree, upon default by the Landlord under any mortgage, to attorn to and recognize the Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of the Landlord under this Lease, to execute, acknowledge and deliver such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any time after such successor, as the occurrence and continuance of an Event of Defaultcase may be, upon request. Any Mortgagee may, at any time in Mortgagee's own name or in the name of Borrowertime, (i) communicate with Account Debtors, parties to Contracts and Leasesby giving written notice to, and obligors in respect of Instrumentswithout any further consent from, Chattel Paper or other Collateral the Tenant, subordinate its mortgage to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateralthis Lease, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect thereupon the interest of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments the Tenant under this Lease shall automatically be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations deemed to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever prior to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason the lien of or arising out such mortgage without regard to the relative dates of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required filing thereof or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Leaseotherwise. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate to (i) any mortgage, deed of trust or other security interest now encumbering the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and subject to the delivery of an SNDA (as defined below) to any and all rights under this Mortgage and mortgage, deed of trust or other security interest which Landlord or any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) any assignment of Landlord’s interest in the leases and continuance rents from the Property which includes the Lease which now exists or which Landlord or any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may reasonably deem necessary to evidence the subordination of the Lease to the Security Documents and which contain an obligation by the Holder of the relevant Security Document not to disturb the possession of Tenant of the Premises pursuant to this Lease so long as Tenant observes and timely performs all of its obligations under this Lease (in each instance, an “SNDA”). Within ten (10) business days after request therefor, if Tenant fails to execute any such requested documents meeting the requirements of this Paragraph, without limiting Landlord’s rights and remedies with respect to such default by Tenant, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable. Landlord agrees to use diligent efforts to obtain, as soon as possible following the execution of Instrumentsthis Lease, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount execution and terms delivery of an SNDA by the Holder of any Security Document now encumbering the Property. The failure of any such AccountsHolder to execute and deliver an SNDA upon Landlord’s request shall not constitute a default under this Lease, Contracts, Instruments, Chattel Paper, Leases or other Collateral, it being agreed that Landlord’s sole obligation is to request in good faith the execution and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect delivery of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateraldocument. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each ContractNotwithstanding anything to the contrary set forth in this Section 41, License and Lease to observe and perform all in the conditions and obligations to be observed and performed by it event of a foreclosure of any Security Document or of any other action or proceeding for the enforcement thereof, or of any sale thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or this Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required terminated or obligated in extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default then exists under this Lease, and Tenant shall attorn to the person who acquires Landlord’s interest hereunder through any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Leasesuch Security Document. (c) Upon If the occurrence and during Holder of any Security Document or the continuance Purchaser upon the foreclosure of an any of the Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or Purchaser shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other default or Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all Default hereunder that Landlord had or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord) unless such act or omission is of a continuing nature; or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 41, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”); provided, however, the self-operative subordination referenced herein is conditioned upon any such mortgagee’s agreement not to disturb Tenant’s tenancy under this Lease as long as Tenant is not in default under the terms and conditions of this Lease. Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants prior to the Security Documents. (f) Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant from any present or future mortgagee, trustee, fee owner, prime lessor or any person having an interest in the performance Premises superior to this Lease (a “Superior Interest”) a written subordination and non-disturbance agreement in recordable form providing that so long as Tenant performs all of these tasksthe terms, covenants and conditions of this Tenant and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, prime lessor or fee owner, as the case may be, Tenant’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgagee, Borrower shall so notify such Account Debtors, parties the holder of any Security Documents (“Holder”) to Contracts, parties hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to Leases, and obligors in respect evidence the subordination of Instruments, Chattel Paper, Leases or other Collateralthe Lease to the Security Documents. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. Mortgagee No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants prior to the Security Documents. (f) Notwithstanding anything to the contrary contained in this Section 31, Tenant’s subordination of the Lease to any Security Documents currently encumbering the Premises is conditioned upon Landlord obtaining a subordination, non-disturbance and attornment agreement substantially in the performance form attached hereto as Exhibit G and made a part hereof (an “SNDA”) from the Holder of these tasksany such Security Documents, which SNDA Tenant must execute simultaneously with the execution of this Lease. (g) Notwithstanding anything to the contrary contained in this Section 31, this Lease and all rights of Tenant hereunder shall only be subject and subordinate to the lien and security title of any Security Documents created after the date hereof provided that the Holder of said Security Documents executes and delivers an SNDA. Tenant shall promptly execute such SNDA upon Landlord’s or such Holder’s request.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to ally mortgage, deed to secure debt or other security interest now encumbering the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any and all rights under this Mortgage and mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment or Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as "Security Documents"). Tenant agrees upon request of the holder of any Security Documents ("Holder") to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence die subordination of the Lease to the Security Documents. In default of Tenant so doing, Landlord or Holder is hereby empowered to execute any documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a now and identical Lease between the purchaser at such foreclosure.("Purchaser'), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.,

Mortgagee’s Rights. (a) In addition This Lease shall be subject and subordinate (i) to any ground lease, mortgage, deed of trust or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any ground lease, mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes this Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which Landlord or Holder may reasonably deem necessary to evidence the subordination of this Lease to the Security Documents. Within ten (10) business days after request therefor, if Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable; additionally. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of Holder, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 38, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that this Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance Security Documents. (e) Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from any future Holder on such Holder’s then current standard from of these tasksagreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Holder. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Mortgagee’s Rights. a. Tenant agrees that this Lease shall be subject and subordinate (ai) In addition to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as "Security Documents"). Tenant agrees upon request of the holder of any Security Documents ("Holder") to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable. b. In the event of Instrumentsa foreclosure pursuant to any Security Documents, Chattel Paper or other Collateral Tenant shall at the election of the Holder, thereafter remain bound pursuant to verify to Mortgagee's satisfaction the existence, amount and terms of any this Lease as if a new and identical Lease between the purchaser at such Accountsforeclosure ("Purchaser"), Contracts, Instruments, Chattel Paper, Leases or other Collateralas landlord, and (ii) without prior notice Tenant, as tenant, had been entered into for the remainder of the Term hereof and Tenant shall attorn to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, the Purchaser upon such foreclosure sale and obligors in respect of Chattel Paper, Instruments, or other Collateral that shall recognize such Collateral has been assigned to Mortgagee and that payments Purchaser as the Landlord under the Lease. Such attornment shall be made directly to Mortgagee. Upon effective and self-operative without the request execution of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect any further instrument on the part of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation the request of all Accounts; (ii) an aging Landlord or of all Accounts; (iii) trial balances; and (iv) test verifications Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. c. If the Holder of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee any Security Document or the results Purchaser upon the foreclosure of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. d. Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord's interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord's interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. e. Notwithstanding anything to the contrary set forth in this Section 32, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Subject to the terms of a Subordination, Non-Disturbance and Attornment Agreement executed and delivered in accordance with Section 41(c) below, Tenant agrees that this Lease shall be subject and subordinate to (i) any mortgage, deed of trust or other security interest now encumbering the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any and all rights under this Mortgage and mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgagee, Borrower shall so notify such Account Debtors, parties the holder of any Security Documents (“Holder”) to Contracts, parties hereafter execute any documents in forms agreeable to Leases, and obligors in respect Tenant which the counsel for Landlord or Holder may reasonably deem necessary to evidence the subordination of Instruments, Chattel Paper, Leases or other Collateralthe Lease to the Security Documents. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each ContractNotwithstanding anything to the contrary set forth in this Section 41, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee Holder of any Security Documents shall have no obligation or liability whatsoever the right, at any time, to any Person under any Contractelect to make this Lease superior and prior to its Security Document. No documentation, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the executionwritten notice to Tenant, delivery or performance of this Mortgage, and Mortgagee shall not be required to evidence that the Lease has been made superior and prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or obligated in any manner (i) Holder to perform or fulfill any of acknowledge that the obligations of Borrower thereunder, (ii) Lease has been made superior and prior to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or LeaseSecurity Documents. (c) Upon Concurrently with the occurrence execution and during the continuance delivery of an Event of Defaultthis Lease by Landlord and Tenant, Borrower, at its own expense, Landlord shall cause its independent certified public accountants to prepare and deliver to Mortgagee at Tenant a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit “P” (the “SNDA”), executed by the current holder of the mortgage encumbering the Building. Concurrently with any time and from time to timesubsequent mortgage encumbering the Building throughout the Term of this Lease, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, Landlord shall cause its independent certified public accountants to deliver to Mortgagee Tenant a Subordination, Non-Disturbance and Attornment Agreement in the results form commercially reasonably acceptable to Tenant and the holder of (x) any physical verifications of all or any portion of mortgage encumbering the Collateral made or observed Building, executed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksmortgagee.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants prior to the Security Documents. (f) Notwithstanding anything to the contrary in this Section 31, as a condition of Tenant’s obligation to subordinate the performance Lease as described herein, Landlord shall notify Tenant of these taskssuch Holder and use its best efforts to cause Holder to enter into a subordination, non-disturbance and attornment agreement reasonably acceptable to Tenant.

Mortgagee’s Rights. (a) In addition to any This Lease and all rights under this Mortgage of Lessee hereunder and shall be subject and subordinate to the lien of any mortgage, deed to secure debt, deed of trust, or other Loan Documentsinstrument encumbering the fee title of the Expansion Premises and to any modifications, at renewals, consolidations, extensions or replacements thereof. Such subordination is and shall be self-operative. No further instrument of subordination shall be required by the holder of any time after such mortgage, deed to secure debt, deed of trust or other instrument affecting and encumbering the occurrence fee title of the Expansion Premises. In confirmation of such subordination, Lessee agrees upon request to hereafter execute and continuance deliver any paper or papers which the counsel for Lessor may deem necessary to evidence such subordination and, in default of an Event of DefaultLessee so doing, Mortgagee may, at any time in MortgageeLessor is hereby empowered as Lessee's own name attorney-in-fact to execute and deliver such paper or papers in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and LeasesLessee, and obligors in respect as the act and deed of InstrumentsLessee, Chattel Paper and this authority is hereby declared to be coupled with an interest and not revocable. If the holder of any mortgage, deed to secure debt, deed of trust or other Collateral instrument affecting or encumbering the Building or the land underlying the Building or if the lessor under any ground lease affecting the Building or the land underlying the Building shall hereafter succeed to verify the rights of Lessor under this Lease, whether through possession or foreclosure action or exercise of private power of sale or delivery of a new lease, Lessee shall, at the option of such holder or lessor, attorn to Mortgageeand recognize such successor as Lessee's satisfaction lessor under this Lease as of the existence, amount date of such succession to Lessor's interest and terms of shall promptly execute and deliver any instrument that may be necessary to evidence such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateralattornment, and Lessee hereby irrevocably appoints Lessor or such holder or such lessor the attorney-in-fact of Lessee to execute and deliver such instrument on behalf of Lessee should Lessee refuse and fail to do so within ten (ii10) without prior days after Lessor or such holder or such lessor shall have given notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, Lessee requesting the execution and obligors in respect delivery of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeinstrument. Upon the request of Mortgageesuch attornment, Borrower this Lease shall so notify continue in full force and effect as a direct lease between such Account Debtorssuccessor Lessor and Lessee, parties subject to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the terms, covenants and conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at . At any time and from time to time, promptly upon MortgageeLessee, on or before the date specified in a request therefor made by Lessor, which date shall not be earlier than ten days after Lessor's making of such request: , shall execute, acknowledge, and deliver to Lessor a certificate evidencing whether or not (i) a reconciliation of all Accounts; this Lease is in full force and effect, (ii) an aging this Lease has been amended in any way and attaching a copy of all Accounts; any such instrument of amendment, (iii) trial balances; there are any existing events of default on the part of Lessor hereunder to the knowledge of Lessee and specifying with particularity the nature of such events of default, if any, and (iv) test verifications rent, and other amounts due hereunder, if any, have been paid, and certifying to such other matters as Lessor may reasonably request. Each certificate delivered pursuant to this Section may be relied on by any prospective purchaser or transferee of Lessor's interest hereunder or of any part of Lessor's property or by any mortgagee of Lessor's interest hereunder. Notwithstanding the foregoing, Lessee shall, upon demand, at any time or times, execute, acknowledge and deliver to Lessor or to the holder of a mortgage, deed to secure debt, deed of trust or other instrument encumbering the Expansion Premises, without expense, any and all instruments that may be necessary to make this Lease superior to the lien of such Accounts as Mortgagee may request. Borrowermortgage, at its own expensedeed to secure debt, shall cause its independent certified public accountants to deliver to Mortgagee the results deed of (x) any physical verifications of all trust or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksother instrument.

Mortgagee’s Rights. (a) In addition to any and all rights under this Mortgage and the other Loan Documents, at any time after the occurrence and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Engine Owner and Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Mortgagee shall have access at any and all times): (i) provide access to such facility or property to Mortgagee and any of its officers, employees and agents, as frequently as Mortgagee determines to be appropriate to further or protects its interests hereunder; (ii) permit Mortgagee and any of its officers, employees and agents to inspect, audit and make extracts from all of Borrower’s books and records; and (iii) subject to the lessee’s rights under any Lease, permit Mortgagee to inspect, review, evaluate and make physical verifications and appraisals of any Engine, Equipment and other Collateral in any manner and through any medium that Mortgagee considers advisable, and Borrower shall provide to Mortgagee, at Borrower’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Mortgagee and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s books and records and any other instruments and documents which Mortgagee may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Mortgagee, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. (d) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's ’s request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.shall

Mortgagee’s Rights. (a) In addition This Lease shall be subject and subordinate (i) to any ground lease, mortgage, deed of trust or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any ground lease, mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes this Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Properly may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which Landlord or Holder may reasonably deem necessary to evidence the subordination of this Lease to the Security Documents. Within ten (10) days after request therefor, if Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable; additionally, at Landlord’s option, such failure will be deemed a default hereunder without the necessity of Instruments, Chattel Paper additional notice or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms passage of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateraladditional grace periods. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other Default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Article 38, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that this Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas "Security Documents"). Upon the Tenant agrees upon request of Mortgagee, Borrower shall so notify such Account Debtors, parties the holder of any Security Documents ("Holder") to Contracts, parties hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to Leases, and obligors in respect evidence the subordination of Instruments, Chattel Paper, Leases or other Collateralthe Lease to the Security Documents. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure ("Purchaser"), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord's interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord's interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. Mortgagee No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrowerprior to the Security Documents. (f) Notwithstanding anything to the contrary contained in this Section 31, Tenant's certified public accountants subordination of the Lease to any Security Documents currently encumbering the Premises is conditioned upon Landlord obtaining a subordination, non-disturbance and attornment agreement substantially in the performance form attached hereto as Exhibit G and made a part hereof (an "SNDA") from the Holder of these tasksany --------- such Security Documents, which SNDA Tenant must execute simultaneously with the execution of this Lease. (g) Notwithstanding anything to the contrary contained in this Section 31, this Lease and all rights of Tenant hereunder shall only be subject and subordinate to the lien and security title of any Security Documents created after the date hereof provided that the Holder of said Security Documents executes and delivers an SNDA. Tenant shall promptly execute such SNDA upon Landlord's or such Holder's request.

Mortgagee’s Rights. (a) In addition Subject to Tenant’s receipt of the SNDA (as hereinafter defined), Tenant agrees that this Lease shall be subject and subordinate (i) to any and all rights under this Mortgage and existing or future mortgage, deed to secure debt or other security interest that any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property and continuance to all advances which may be thereafter made, to the full extent of an Event all debts and charges secured thereby and to all renewals or extensions of Default, Mortgagee mayany part thereof; (ii) to any assignment of Landlord’s interest in the leases and rents from the Building or Property which includes the Lease which any owner of the Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgageethe holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. Notwithstanding anything to the contrary contained hereinabove. Following Tenant’s written request delivered to Landlord, Borrower shall so notify such Account Debtors, parties Landlord agrees to Contracts, parties use commercially reasonable efforts to Leases, obtain from Holder a document which includes a non-disturbance agreement in the form customarily used by institutional lenders or on terms otherwise acceptable to Tenant and obligors in respect of Instruments, Chattel Paper, Leases or other CollateralHolder (the “SNDA”). (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed of trust, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed of trust, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable. As to any future Holder of Instrumentsa Security Document, Chattel Paper or other Collateral Landlord, at Tenant’s request, shall request such Holder to verify provide a non-disturbance agreement for the benefit of Tenant and shall endeavor to Mortgagee's satisfaction obtain such agreement. Landlord represents to Tenant that, as of the existencedate of this Lease, amount and terms there are no existing mortgages, deeds of any such Accountstrust, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice deeds to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instrumentssecure debt, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon security interests encumbering the request interests of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors Landlord in respect of Instruments, Chattel Paper, Leases or other Collateralthe Property. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of any Security Document or the Purchaser upon the foreclosure of any of the Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or Purchaser shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other default or event of default hereunder that Landlord had or would have had if any such Holder or Purchaser had not succeeded to the interest of Landlord. Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Accounts; Rent due and payable under the Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (iie) an aging Notwithstanding anything to the contrary set forth in this Section 31, the Holder of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrowerany Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its own expenseSecurity Document. No documentation, other than written notice to Tenant, shall cause its independent certified public accountants be required to evidence that the Lease has been made superior and prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and prior to the Security Documents. (f) Upon Tenant’s prior written request, Landlord shall use commercially reasonable efforts to deliver to Mortgagee Tenant a commercially reasonable non-disturbance agreement from the results of (x) any physical verifications of all or any portion then Holder stating substantially that, so long as Tenant is not in default under this Lease, Tenant’s right to possession of the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee Premises shall not be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksdisturbed.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate to (i) any mortgage, deed of trust or other security interest now encumbering the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and, subject to the delivery of an SNDA (as defined below), to any and all rights under this Mortgage and mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) any assignment of Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as "Security Documents"). Tenant agrees upon request of the holder of any Security Documents ("Holder") to hereafter execute any documents which the counsel for Landlord or Holder may reasonably deem necessary to evidence the subordination of the Lease to the Security Documents in a commercially reasonable, industry typical form (in each instance, an "SNDA"). Landlord agrees that Tenant shall not have the obligation to execute any SNDA that does not contain an obligation by the Holder of the relevant Security Document not to disturb the possession of Tenant of the Premises so long as Tenant observes and performs all of its obligations under this Lease. Within ten (10) days after request therefor, if Tenant fails to execute any such requested documents meeting the requirements of this paragraph, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable. For the benefit of InstrumentsTenant, Chattel Paper or other Collateral Landlord agrees to verify use commercially reasonable efforts to Mortgagee's satisfaction seek and obtain, as soon as reasonably possible following the existenceexecution of this Lease, amount and terms an SNDA meeting the above requirements from the Holder of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon Security Document now encumbering the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other CollateralProperty. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure ("Purchaser"), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord) unless such act or omission is of a continuing nature; or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 41, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition to any and all rights under this Mortgage and the other Loan Documents, at any time after the occurrence and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's own name or in the name of BorrowerOwner Trustee, (i) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to BorrowerOwner Trustee, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower Owner Trustee shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. (b) It is expressly agreed by Borrower Owner Trustee that Borrower Owner Trustee shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Mortgagee shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between BorrowerOwner Trustee, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower Owner Trustee thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, BorrowerOwner Trustee, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. BorrowerOwner Trustee, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (y) any verifications of BorrowerOwner Trustee's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower Owner Trustee and BorrowerOwner Trustee's certified public accountants in the performance of these tasks.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord's interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as "Security Documents"). Tenant agrees upon request of the holder of any Security Documents ("Holder") to hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of the Lease to the Security Documents. If Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure ("Purchaser"), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord's interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord's interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants in prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition Subject to the last sentence of this Section 31 (a), Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property (which includes this Lease) which now exist or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas “Security Documents”). Upon the Tenant agrees upon request of Mortgageethe holder of any Security Documents (“Holder”) to hereafter execute any reasonable documents which the counsel for Landlord or Holder may deem necessary to evidence the subordination of this Lease to the Security Documents. Notwithstanding anything to the contrary contained hereinabove, Borrower Tenant shall not be required to subordinate or to execute any subordination document, unless, following Tenant’s written request delivered to Landlord, the party seeking such subordination executes a document which includes a commercially reasonable non-disturbance agreement stating substantially that, so notify such Account Debtorslong as Tenant is not in default under this Lease, parties Tenant’s right to Contracts, parties to Leases, and obligors in respect possession of Instruments, Chattel Paper, Leases or other Collateralthe Premises shall not be disturbed. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Holder, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any reasonable instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of this Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord’s interest in Lease, Tenant shall pay all Rent due and payable under this Lease directly to the Holder of the assignment of Landlord’s interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof, and Tenant shall be permitted able to observe rely on such notice if so provided. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and consult with Borrower prior to its Security Document. No documentation, other than written notice to Tenant, shall be required to evidence that this Lease has been made superior and Borrower's certified public accountants in prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that this Lease has been made superior and prior to the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition to any This Lease and all rights under this Mortgage of Tenant hereunder are and the other Loan Documents, at any time after the occurrence and continuance of an Event of Default, Mortgagee may, at any time in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly subject and subordinate to the lien of Landlord's Mortgage (as defined hereinbelow). Tenant recognizes and acknowledges the right of the holder of Landlord's Mortgage (the "Mortgagee. Upon ") to foreclose or exercise the request power of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralsale against the Demised Premises under Landlord's Mortgage. (b) It Tenant shall, in confirmation of the subordination set forth in Section 24(a) above and notwithstanding the fact that such subordination is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderself-operative, and Mortgagee no further instrument or subordination shall have no obligation or liability whatsoever to any Person under any Contractbe necessary, License or Lease (between Borrowerupon demand, Equipment Owner and any Person other than Mortgagee) by reason of or arising out of the execution, delivery or performance of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under times, execute, acknowledge, and deliver to Landlord or pursuant to Mortgagee any Contract, License or Leaseand all instruments requested by either of them to evidence such subordination. (c) Upon the occurrence and during the continuance of an Event of DefaultIf requested by Mortgagee, BorrowerTenant shall. upon demand, at its own expenseany time or times, shall cause its independent certified public accountants to prepare execute, acknowledge, and deliver to Mortgagee, any and all instruments that may be necessary to make this Lease superior to the lien of Landlord's Mortgage. (d) If Mortgagee shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease, Tenant shall, at any time the option of the Mortgagee, attorn to and from time to time, promptly upon Mortgageerecognize such successor as Tenant's request: Landlord under this Lease without change in the terms and provisions of this Lease (provided that such successor shall not be bound by (i) a reconciliation any payment of all Accounts; Minimum Rent or Additional Rent for more than one month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, and then only if such prepayments have been deposited with and are under the control of such successor, or (ii) an aging any provision of any amendment to the Lease to which the Mortgagee has not consented, and shall promptly execute and deliver any Instrument that may be necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between each successor Landlord and Tenant, subject to all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by such accountantsterms, covenants and (y) any verifications conditions of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksthis Lease.

Mortgagee’s Rights. (a) In addition to any and all Notwithstanding the provisions of this CHARTER, the rights under this Mortgage of the CHARTERER and the other Loan DocumentsOWNER under the CHARTER, at any time after as now in effect or as hereafter amended, are each fully and completely subject and subordinate to each and every term of the occurrence first priority Bahamian statutory mortgage and continuance collateral deed of an Event covenants each dated on or about the date of Defaultthis CHARTER (the “Mortgage”), Mortgagee mayas same may be subsequently amended, at any time modified and supplemented, between the OWNER and the agent for the syndicate of banks providing a load secured by the VESSEL (in such capacity the “Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and Leases”), and obligors in respect the rights and remedies of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other CollateralMortgagees thereunder. (b) It Notwithstanding the provisions of this CHARTER, the CHARTERER shall maintain all insurance on and with respect to the VESSEL as the OWNER is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License required to maintain pursuant to the terms of the Mortgage and Lease to observe and perform all the conditions and obligations if such insurance required to be observed and performed maintained by it thereunderthe Mortgage would conflict with the provisions of this CHARTER, then the provisions of the Mortgage shall control, and Mortgagee the OWNER and the CHARTERER shall have no obligation or liability whatsoever be obligated to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out comply therewith in lieu of the execution, delivery or performance conflicting requirements of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or LeaseCHARTER. (c) Upon The OWNER and the occurrence CHARTERER confirm that the provisions of the Mortgage and during the continuance security agreement between (among others) NCL Corporation Ltd. as borrower, the said syndicate of an Event banks and the said agent for the syndicate of Defaultbanks (in such capacity the “Agent”) dated 7 July, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and 2004 (as amended and/or restated from time to time, promptly upon Mortgagee's request: ) (ithe “Security Agreement”) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; governing the maintenance and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion operation including but without limitation employment of the Collateral made or observed by such accountantsVESSEL and the incurring of liens on the VESSEL are applicable, and in the event of any conflict between the provisions of the Mortgage and/or the Security Agreement and this CHARTER, the provisions of the Mortgage and/or the Security Agreement shall control. (yd) The CHARTERER has no right, power or authority to create, incur or permit to be placed on the VESSEL any verifications lien whatsoever. The CHARTERER shall defend, indemnify and hold harmless the OWNER from any and all liens or lien claims which may involve the VESSEL and which may arise by reason of Borrower's Accountsthe CHARTERER’s possession or use of the VESSEL. (e) In accordance with the Mortgage, the CHARTERER shall not make any material change in the structure, means of propulsion, type or speed of the VESSEL. (f) The Owner and the CHARTERER recognize, acknowledge and hereby agree that this CHARTER and all Charter Hire derived therefrom are subject and subordinate to the security interests of the Mortgagee as evidenced by the Mortgage. The CHARTERER agrees to take no actions which would impair the Mortgagee’s security, and the CHARTERER further agrees that it shall not, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult manner whatsoever, interfere with Borrower and Borrower's certified public accountants the Mortgagee’s exercise of any rights set forth in the performance of these tasksMortgage.

Mortgagee’s Rights. (a) In addition This Lease shall be subject and subordinate (i) to any ground lease, mortgage, deed of trust or other security interest now encumbering all or any portion of the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any ground lease, mortgage, deed of trust or other security interest which any owner of all or any portion of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes this Lease, which now exists or which any owner of an Event all or any portion of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of all or any portion of the Property which now exists or which any owner of all or any portion of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which Landlord or Holder may reasonably deem necessary to evidence the subordination of this Lease to the Security Documents. If Tenant fails to execute any such requested documents within ten (10) business days after an initial request therefor, and three (3) business days following a subsequent request therefor (which second (2nd) notice must specify that failure to respond may constitute a Default), Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable; additionally, at Landlord’s option, such failure will be deemed a Default under this Lease without the necessity of Instruments, Chattel Paper additional notice or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms passage of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateraladditional grace periods. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self‑operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord, Holder or Purchaser, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise, for the non‑performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other breach or Default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord); or (d) bound by any amendment or modification of this Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 38, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that this Lease has been made superior and consult with Borrower prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and Borrower's certified public accountants prior to the Security Documents. (e) Notwithstanding anything to the contrary set forth in this Section 38, Landlord will use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (“SNDA”) from the performance current Holder on the form attached hereto as Exhibit C and from any future Holder on such Holder’s then current standard form of these tasksagreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such SNDA, and Tenant shall be responsible for any fees or review costs charged by the Holder. Upon Landlord’s request, Tenant shall execute the Holder’s form of SNDA and return the same to Landlord for execution by the Holder. Landlord’s failure to obtain a SNDA for Tenant shall have no effect on the rights, obligations and liabilities of Landlord or Tenant hereunder, nor be considered a default by Landlord hereunder.

Mortgagee’s Rights. (a) In addition Tenant agrees that, subject to the provisions of Section 41(d) below, this Lease shall be subject and subordinate to (i) any mortgage, deed of trust or other security interest now encumbering the Property and to all advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any and all rights under this Mortgage and mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borroweras “Security Documents”). The subordination of this Lease as to future ground leases, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect mortgage or deeds of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments trust shall be made directly to Mortgagee. Upon the request effective upon execution of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors a non-disturbance agreement as provided in respect of Instruments, Chattel Paper, Leases or other CollateralSection 41(d) below. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (c) If the Holder of any Security Document or the Purchaser upon the foreclosure of any of the Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or Purchaser shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other default or event of default hereunder that Landlord had or would have had if any such Holder or Purchaser had not succeeded to the interest of Landlord. Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord) unless such act or omission is of a continuing nature; or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord), except as expressly provided in this Lease; or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without the then current Holder’s consent. (d) Landlord represents to Tenant that, as of the date of this Lease, there are no mortgages, deeds of trust or other similar security interests encumbering the Property. With respect to any future ground lease or mortgage to which this Lease is subordinate, Landlord shall, as a condition to such subordination, obtain from the Holder of any such Security Document, for the benefit of Tenant, a non-disturbance agreement, in commercially reasonable form, that (i) a reconciliation of all Accounts; will not effect an amendment to this Lease which materially increases Tenant’s obligations or materially diminishes Tenant’s rights hereunder, and (ii) an aging provides generally that as long as Tenant is not in default under this Lease, this Lease will not be terminated if such Holder acquires title to the Property by reason of all Accounts; foreclosure proceedings, acceptance of a deed in lieu of foreclosure, or termination of the leasehold interest of Landlord, provided that Tenant attorns to such Holder in accordance with its reasonable requirements. (iiie) trial balances; and (iv) test verifications Notwithstanding anything to the contrary set forth in this Section 41, the Holder of such Accounts as Mortgagee may request. Borrowerany Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its own expenseSecurity Document. No documentation, other than written notice to Tenant, shall cause its independent certified public accountants be required to deliver evidence that the Lease has been made superior and prior to Mortgagee such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the results of (x) any physical verifications of all or any portion of Lease has been made superior and prior to the Collateral made or observed by such accountants, and (y) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksSecurity Documents.

Mortgagee’s Rights. (a) In addition to any and all Notwithstanding the provisions of this CHARTER, the rights under this Mortgage of the CHARTERER and the other Loan DocumentsOWNER under the CHARTER, at any time after as now in effect or as hereafter amended, are each fully and completely subject and subordinate to each and every term of the occurrence first priority Bahamian statutory mortgage and continuance collateral deed of an Event covenants each dated on or about the date of Defaultthis CHARTER (the “Mortgage”), Mortgagee mayas same may be subsequently amended, at any time modified and supplemented, between the OWNER and the agent for the syndicate of banks providing a load secured by the VESSEL (in such capacity the “Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors, parties to Contracts and Leases”), and obligors in respect the rights and remedies of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other CollateralMortgagees thereunder. (b) It Notwithstanding the provisions of this CHARTER, the CHARTERER shall maintain all insurance on and with respect to the VESSEL as the OWNER is expressly agreed by Borrower that Borrower shall remain liable under each Contract, License required to maintain pursuant to the terms of the Mortgage and Lease to observe and perform all the conditions and obligations if such insurance required to be observed and performed maintained by it thereunderthe Mortgage would conflict with the provisions of this CHARTER, then the provisions of the Mortgage shall control, and Mortgagee the OWNER and the CHARTERER shall have no obligation or liability whatsoever be obligated to any Person under any Contract, License or Lease (between Borrower, Equipment Owner and any Person other than Mortgagee) by reason of or arising out comply therewith in lieu of the execution, delivery or performance conflicting requirements of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or LeaseCHARTER. (c) Upon The OWNER and the occurrence CHARTERER confirm that the provisions of the Mortgage and during the continuance security agreement between (among others) NCL Corporation Ltd. as borrower, the said syndicate of an Event banks and the said agent for the syndicate of Defaultbanks (in such capacity the “Agent”) dated 7 July, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Mortgagee at any time and 2004 (as amended and/or restated from time to time, promptly upon Mortgagee's request: ) (ithe “Security Agreement”) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; governing the maintenance and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion operation including but without limitation employment of the Collateral made or observed by such accountantsVESSEL and the incurring of liens on the VESSEL are applicable, and in the event of any conflict between the provisions of the Mortgage and/or the Security Agreement and this CHARTER, the provisions of the Mortgage and/or the Security Agreement shall control. (yd) The CHARTERER has no right, power or authority to create, incur or permit to be placed on the VESSEL any verifications lien whatsoever. The CHARTERER shall defend, indemnify and hold harmless the OWNER from any and all liens or lien claims which may involve the VESSEL and which may arise by reason of Borrower's Accountsthe CHARTERER’s possession or use of the VESSEL. (e) In accordance with the Mortgage, the CHARTERER shall not make any material change in the structure, means of propulsion, type or speed of the VESSEL. (f) The Owner and the CHARTERER recognize, acknowledge and xxxxxx agree that this CHARTER and all Charter Hire derived therefrom are subject and subordinate to the security interests of the Mortgagee as evidenced by the Mortgage. The CHARTERER agrees to take no actions which would impair the Mortgagee’s security, and the CHARTERER further agrees that it shall not, in each case when and if any such verifications are conducted. Mortgagee shall be permitted to observe and consult manner whatsoever, interfere with Borrower and Borrower's certified public accountants the Mortgagee’s exercise of any rights set forth in the performance of these tasksMortgage.

Mortgagee’s Rights. (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any ground lease, mortgage, deed of trust or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed of trust or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents in commercially reasonable form which the counsel for Landlord or Holder may reasonably deem necessary to evidence the subordination of the Lease to the Security Documents. Within ten (10) business days after request therefor, if Tenant fails to execute any such requested documents, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect of Instruments, Chattel Paper or other Collateral this authority is hereby declared to verify to Mortgagee's satisfaction the existence, amount be coupled with an interest and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateralnot revocable. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Landlord, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (c) If the Holder of any Security Document or the Purchaser upon the foreclosure of any of the Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or Purchaser shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other Default hereunder that Landlord had or would have had if any such Holder or Purchaser had not succeeded to the interest of Landlord. Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (i) liable for any act or omission of any prior Landlord (including Landlord) unless such act or omission is of a reconciliation of all Accountscontinuing nature; or (ii) an aging of all Accountssubject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (iii) trial balancesbound by any Rent which Tenant might have paid in advance to any prior Landlord (including Landlord) in excess of one month’s Rent; and or (iv) test verifications bound by any amendment or modification of such Accounts as Mortgagee may request. Borrowerthe Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 44, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its own expenseSecurity Document. No documentation, other than written notice to Tenant, shall cause its independent certified public accountants be required to evidence that the Lease has been made superior and prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and prior to the Security Documents. (e) Notwithstanding anything to the contrary in the Lease, except with respect to any Holder and Security Documents existing as of the Lease Date, Tenant’s agreements under this Section 44 shall be subject to the Holder of any Security Document to which this Lease shall be subordinated delivering to Tenant a non-disturbance agreement in commercially reasonable form which provides that this Lease shall not be terminated so long as Tenant is not in default under this Lease beyond any applicable notice, cure or grace period and which recognizes all of Tenant’s rights under the Lease. With respect to any Holder and Security Documents existing as of the Lease Date, Landlord shall use commercially reasonable efforts to obtain and deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made or observed by Tenant a non-disturbance and attornment agreement in a form reasonably acceptable to Landlord, Tenant and such accountantsHolder; provided, and (y) any verifications of Borrower's Accountshowever, that Landlord shall not be in each case when and default hereunder if any such verifications are conducted. Mortgagee shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksagreement is not obtained.

Mortgagee’s Rights. LEGAL02/30607851v15 (a) In addition Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage, deed to secure debt or other security interest now encumbering the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any mortgage, deed to secure debt or other security interest which any owner of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord's interest in the leases and continuance rents from the Office Building or Property which includes the Lease which now exists or which any owner of an Event of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Property which now exists or any owner of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name or in the name of Borrower, (i) communicate with Account Debtors), parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice and (iii) above being hereafter collectively referred to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgageeas "Security Documents"). Upon the Tenant agrees upon request of Mortgagee, Borrower shall so notify such Account Debtors, parties the holder of any Security Documents ("Holder") to Contracts, parties hereafter execute any documents which the counsel for Landlord or Holder may deem necessary to Leases, and obligors in respect evidence the subordination of Instruments, Chattel Paper, Leases or other Collateralthe Lease to the Security Documents. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Holder, thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure ("Purchaser"), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord or of Holder, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under the Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise for the non-performance of any verifications agreement contained in the Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other default or event of default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord); or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an assignment of Landlord's interest in Lease, Tenant shall pay all Rent due and payable under the Lease directly to the Holder of the assignment of Landlord's interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof. (e) Notwithstanding anything to the contrary set forth in this Section 31, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and prior to its Security Document. No documentation, other than written notice to Tenant, shall be permitted required to observe evidence that the Lease has been made superior and consult prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the Lease has been made superior and prior to the Security Documents. (f) The terms of this Lease are subject to approval by Landlord's lender(s), and such approval is a condition precedent to Landlord's obligations hereunder. (g) Notwithstanding anything to the contrary contained hereinabove, Tenant shall not be required to subordinate or to execute any subordination document in favor of any Holder, unless, LEGAL02/30607851v15 following Tenant’s written request delivered to Landlord, such Holder executes and delivers to Tenant a commercially reasonable subordination, nondisturbance and attornment agreement. Landlord hereby agrees to facilitate, at no liability or material cost to Landlord, Tenant’s negotiations with Borrower and Borrower's certified public accountants in the performance of these tasksHolder as changes Tenant desires to Holder’s promulgated form.

Mortgagee’s Rights. (a) In addition Subject to the terms and conditions in this Article 37, this Lease shall be subject and subordinate (i) to any ground lease, mortgage, deed of trust or other security interest now encumbering all or any portion of the Property and to all rights under this Mortgage advances which may be hereafter made, to the full extent of all debts and charges secured thereby and to all renewals or extensions of any part thereof, and to any ground lease, mortgage, deed of trust or other security interest which any owner of all or any portion of the other Loan DocumentsProperty may hereafter, at any time after time, elect to place on the occurrence Property; (ii) to any assignment of Landlord’s interest in the leases and continuance rents from the Building or Property which includes this Lease, which now exists or which any owner of an Event all or any portion of Default, Mortgagee maythe Property may hereafter, at any time time, elect to place on the Property; and (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of all or any portion of the Property which now exists or which any owner of all or any portion of the Property may hereafter, at any time, elect to place on the foregoing personal property (all of the foregoing instruments set forth in Mortgagee's own name (i), (ii) and (iii) above being hereafter collectively referred to as “Security Documents”). Landlord represents to Tenant that, as of the Effective Date, there are no Security Documents encumbering the Building and, consequently, this Lease is not currently subordinate to any existing Security Documents. Tenant agrees upon request of the holder of any Security Documents (“Holder”) to hereafter execute any documents which Landlord or Holder may reasonably deem necessary to evidence the subordination of this Lease to any Security Documents hereafter executed or to be executed by Landlord, provided that any such documents contain commercially reasonable non-disturbance provisions. Within ten (10) days after request therefor, if Tenant fails to execute (or to provide commercially reasonable comments to) any such requested documents, and if such failure continues for three (3) Business Days following notice from Landlord of such failure, Landlord or Holder is hereby empowered to execute such documents in the name of BorrowerTenant evidencing such subordination, (i) communicate with Account Debtors, parties to Contracts as the act and Leasesdeed of Tenant, and obligors in respect this authority is hereby declared to be coupled with an interest and not revocable; additionally, at Landlord’s option, if such failure continues for three (3) Business Days following notice from Landlord of Instrumentssuch failure, Chattel Paper such failure will be deemed a Default under this Lease without the necessity of additional notice or other Collateral to verify to Mortgagee's satisfaction the existence, amount and terms passage of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (ii) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Mortgagee and that payments shall be made directly to Mortgagee. Upon the request of Mortgagee, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateraladditional grace periods. (b) It is expressly agreed by Borrower that Borrower In the event of a foreclosure pursuant to any Security Documents, Tenant shall at the election of the Purchaser (as defined below) shall thereafter remain liable under each Contractbound pursuant to the terms of this Lease as if a new and identical Lease between the purchaser at such foreclosure (“Purchaser”), License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunderas landlord, and Mortgagee shall have no obligation or liability whatsoever to any Person under any ContractTenant, License or Lease (between Borroweras tenant, Equipment Owner and any Person other than Mortgagee) by reason of or arising out had been entered into for the remainder of the execution, delivery or performance Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment shall be effective and self-operative without the execution of this Mortgage, and Mortgagee shall not be required or obligated in any manner (i) to perform or fulfill further instrument on the part of any of the obligations of Borrower thereunderparties hereto. Tenant agrees, (ii) however, to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. (c) Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to Mortgagee at any time and from time to time, promptly upon Mortgagee's request: the request of Landlord, Holder or Purchaser, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. (ic) a reconciliation If the Holder of all Accounts; (ii) an aging any Security Document or the Purchaser upon the foreclosure of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Mortgagee may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Mortgagee the results of (x) any physical verifications of all or any portion of the Collateral made Security Documents shall succeed to the interest of Landlord under this Lease, such Holder or observed Purchaser shall have the same remedies, by such accountantsentry, and (y) action or otherwise, for the non-performance of any verifications agreement contained in this Lease, for the recovery of Borrower's Accounts, in each case when and Rent or for any other breach or Default hereunder that Landlord had or would have had if any such verifications are conductedHolder or Purchaser had not succeeded to the interest of Landlord. Mortgagee Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior Landlord (including Landlord), other than Landlord Defaults of a continuing nature, which Holder or the Purchaser shall be permitted required to observe cure within the time periods following notice to Holder or Purchaser specified in Article 31; or (b) subject to any offsets or defenses which Tenant might have against any prior Landlord (including Landlord), or (c) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Article 37, the Holder of any Security Documents shall have the right, at any time, to elect to make this Lease superior and consult with Borrower prior to its Security Document. No documentation, other than written notice to Tenant, shall be required to evidence that this Lease has been made superior and Borrower's certified public accountants in prior to such Security Documents, but Tenant hereby agrees to execute any documents reasonably requested by Landlord or Holder to acknowledge that the performance of these tasksLease has been made superior and prior to the Security Documents.