Common use of Mortgages Clause in Contracts

Mortgages. Subject to the provisions of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:

Mortgages. Subject to the provisions of o[_] this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in is the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of o(Pounds) any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, ; including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with ~ a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the feefed, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:

Mortgages. Subject The Borrower shall cause the applicable Pledged Collateral LLCs to execute and deliver to the provisions of this Sublease and Condition 21 --------- Collateral Trustee, not later than 90 days after the Closing Date, Mortgages with respect to real properties that constitute Credit Tenant Lease Assets owned by such Pledged Collateral LLCs comprising not less than 50% of the Master Lease, Sublessee shall have the right, at any time during the term Borrowing Base Value of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold all Mortgage shall be subject to the requirement Eligible Assets; provided that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage Mortgages shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premisesbe required to be delivered with respect to any Mortgage-Exempt Asset, including the Facility; and (ii) the maximum amount Mortgaged Properties, at any time, shall be comprised of the highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be delivered solely because of a re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 2.24 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.24 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.24, neither the Borrower nor any Grantor shall be required to deliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any permanent Mortgaged Property or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:thereon.

Mortgages. Subject This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, this Lease and Tenant's interest hereunder shall be subject and subordinate to the provisions lien of such Mortgage and to all renewals, modifications, replacements consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. Tenant agrees that, within 10 days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Sublease Lease and Condition 21 --------- its interest in the Leased Premises to the lien of the Master Lease, Sublessee shall have the rightsuch Mortgage. If, at any time or from time to time during the term Term, a Mortgagee of a Mortgage made prior to the date of this SubleaseLease shall request that this Lease have priority over the lien of such Mortgage, to encumber its estate in and if Landlord consents thereto, this Lease shall have priority over the Subleased Premises pursuant to one or more mortgages or deeds lien of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the Subleased Premises through grant interest thereon, and Tenant shall, within 10 days after receipt of a Subleasehold Mortgage written request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall be have priority over the lien of a Mortgage, this Lease shall not become subject or subordinate to the requirement that (i) the maximum amount lien of any permanent or refinance Subleasehold Mortgage subordinate Mortgage, and Tenant shall not exceed eighty percent (80%) execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold prior Mortgagee") shall have all of the following rights:.

Mortgages. Subject The Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (a "Mortgage"), and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any portion of the Premises and Building (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to as "Landlord's Mortgagee"), and to increases, renewals, modifications, consolidations, replacements, and extensions of same. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to the Lease by delivering written notice of such subordination to Tenant. The provisions of this Sublease paragraph shall be self-operative, and Condition 21 --------- no further instrument shall be required to effect such subordination; however, Tenant shall, from time to time, within ten (10) days after requested to do so by Landlord, execute any instruments that may be required by any Landlord's Mortgagee to evidence the subordination of the Master Lease to any such Mortgage or Primary Lease. If Xxxxxx fails to execute the same within such ten (10)-day period, Landlord may execute the same as attorney-in-fact for Xxxxxx. Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, and upon such party's request, Tenant shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been previously given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations under the Lease. Notwithstanding any such attornment or subordination of a Mortgage or Primary Lease to the Lease, Sublessee Landlord's Mortgagee shall have the right, at not be liable for any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount acts of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facilityprevious landlord, shall not exceed one hundred percent (100%) of the total cost of be obligated to install any authorized capital improvements with a useful life Tenant improvements, and shall not be bound by any amendment to which it did not consent in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the feewriting, the reversionary interest or the estate of Sublessor and/or the Air Force in or nor to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force payment of rent made more than one (1) month in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:advance.

Mortgages. Subject to the provisions of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, If at any time during the term period commencing on the Amendment Effective Date until the Covenant Compliance Date, any of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that following events occurs: (i) the maximum amount Available Liquidity shall be less than $270,000,000 as reported as of the last day of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) calendar month in a certificate of a Financial Officer of the appraised fair market value of the Subleased PremisesBorrower delivered pursuant to Section 5.01(g), including the Facility; and (ii) the maximum amount Borrower shall fail to deliver the certificate of any permanent or refinance Subleasehold Mortgage on the land area a Financial Officer of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%Borrower pursuant to Section 5.01(g) of the total cost of any authorized capital improvements with a useful life in excess of and such failure continues for five (5) years. No Subleasehold Mortgage shall extend days after written notice by the Administrative Agent to or affect the feeBorrower, (iii) as at the end of any fiscal quarter of the Borrower, the reversionary interest ratio of Combined EBITDA to Fixed Charges (the “Fixed Charge Coverage 77 Ratio”), each for the period of four consecutive fiscal quarters then ended, shall be less than 1.25 to 1.00, or (iv) the estate Borrower shall fail to deliver the compliance certificate as to the Fixed Charge Coverage Ratio when due under Section 5.01(d) and such failure continues for five (5) days after written notice by the Administrative Agent (the occurrence of Sublessor and/or any such event, the Air Force in or “Mortgage Trigger”), then the Obligations shall also be secured by Liens (subject to any land, building or improvements existing or subsequently constructed Permitted Encumbrances) on the Subleased PremisesEligible Unencumbered Assets in accordance with the procedures set forth below. No Subleasehold Mortgage shall Within forty-five (45) days after the Closing Date (or such longer period as may be binding upon Sublessor and/or the Air Force necessary, in the enforcement reasonable judgment of its rights and remedies herein and by law providedthe Administrative Agent, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as the Borrower is working in good faith), the Borrower and the Collateral Agent shall prepare Mortgages on the Eligible Unencumbered Assets in form and substance satisfactory to the Collateral Agent, and Borrower shall (x) confirm in writing that such Mortgages have been approved by the Borrower for filing and recording upon the occurrence of the Mortgage Trigger in accordance herewith and (y) shall cause its applicable Subsidiaries to execute, notarize and deliver original signature pages to each of the Mortgages to the Collateral Agent, which the Collateral Agent shall hold in accordance with this Section 5.12(b), and (z) deliver the Mortgage Collateral Deliverables described in clauses (a)(ii) and (iii) of the definition thereof. If the Mortgage Trigger occurs, (a) the Collateral Agent shall be authorized to attach the signature pages and record and file the Mortgages, (b) the Borrower shall pay to the Collateral Agent (or provide to the Collateral Agent reasonably satisfactory evidence of the payment in full of) any authorized Subleasehold and all title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgages, all of which the Borrower hereby promises to pay, and (c) the Borrower shall, within thirty (30) days after the Mortgage is a lien on Sublessee's estate Trigger (or such longer period as may be necessary, in the Subleased Premisesreasonable judgment of the Administrative Agent, so long as the Borrower is working in good faith), deliver (or otherwise cooperate with the Collateral Agent to obtain) the Mortgage Collateral Deliverables (if not previously delivered) with respect to the Eligible Unencumbered Assets and those items required by Section 4.01(c); provided that, except as expressly provided in the definition of Mortgage Collateral Deliverables, there shall be no requirements that the contents of such Mortgage Collateral Deliverables be acceptable to the Administrative Agent or the Lenders. The Borrower, on behalf of itself and the other Loan Parties, acknowledges and agrees that the Collateral Agent’s authorization to file and record the Mortgages shall not be subject to any condition, occurrence or consent other than the occurrence of the Mortgage Trigger, and the Borrower, on behalf of itself and the other Loan Parties, hereby irrevocably authorizes the Collateral Agent to file and record the Mortgages if the Mortgage Trigger occurs. Notwithstanding the foregoing, the mortgagee Mortgages will not be filed or beneficiary thereunder ("Subleasehold Mortgagee") shall recorded unless and until the Collateral Agent reasonably concludes that the Lenders have completed their required due diligence in respect of the Flood Laws and a Mortgage will not be filed or recorded on any property located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and all of the following rights:Lenders (and any additional flood insurance required by the Administrative Agent). If the Mortgage Trigger occurs, the Collateral Agent shall also order Appraisals of the Eligible Unencumbered Assets on behalf of the Lenders for regulatory and informational purposes at the cost and expense of the Borrower (which the Borrower hereby agrees to pay), and the Borrower and its Subsidiaries shall cooperate with the Collateral Agent’s efforts to obtain such Appraisals.

Mortgages. Subject Tenant accepts this Lease subject and subordinate to the provisions any mortgages and/or deeds of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, trust now or at any time during hereafter constituting a lien or charge upon the term Premises or the improvements situated thereon; provided, however, that if the mortgagee, trustee, or holder of my such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Landlord agrees to promptly obtain and deliver to Tenant a subordination non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit "G" and made a part hereof ("SNDA") executed by Landlord's current mortgagee with respect to the Land. Tenant agrees to enter into the SNDA with such mortgagee promptly upon Landlord's request therefor. Notwithstanding the foregoing, the subordination of this Sublease, Lease to encumber its estate in the Subleased Premises pursuant to one any mortgage or more mortgages or deeds deed of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in that is hereafter placed upon the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; Land is expressly conditioned upon Tenant and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder under any such mortgage or deed of trust entering into an SNDA in a form reasonably acceptable to Tenant (Tenant hereby agreeing that an SNDA substantially in the form that is attached hereto as Exhibit "Subleasehold MortgageeG" and made a part hereof is acceptable to Tenant). Tenant agrees to enter into such SNDA with any such mortgagee or beneficiary promptly upon Landlord's request therefor. Tenant shall be permitted to record the SNDA in the real property records of Tarrant County, Texas. If any future mortgagee or beneficiary under a mortgage or deed of trust hereafter placed upon the Land desires to subordinate its mortgage or deed of trust to this Lease, Tenant agrees that it shall promptly execute such instrument as may be reasonably required by such mortgagee or beneficiary in order to effect such subordination (Tenant hereby agrees that an instrument in substantially the form of Exhibit ") shall have all of the following rights:H" attached hereto and made a part hereof is acceptable to Tenant).

Mortgages. 21.1 Landlord will provide Tenant with an SNDAA (defined below) from all lenders and ground lessors having an interest in the Premises promptly following the execution of this Lease. This Lease and all of Tenant's rights hereunder shall be subject and subordinate at all times to any deed of trust, mortgage or ground lease which may now or hereafter affect the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof (collectively, "SECURITY DOCUMENTS"). Subject to the provisions terms of this Sublease and Condition 21 --------- Paragraph 21.1, such subordination shall be effective without the necessity of the Master execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. If any such Security Document is foreclosed or terminated, as applicable, at the election of Landlord's successor in interest, Tenant agrees, for the benefit of such successor in interest, to attorn to such successor in interest and become its tenant on the terms and conditions of this Lease for the remainder of the Term, and if required, to enter into a new lease with such successor in interest in the form of this Lease; provided, Sublessee however, that Tenant's agreement hereunder to (a) subordinate its interest hereunder to the lien of any Security Document and (B) to attorn to and recognize as the landlord hereunder, the Holder of such Security Document is conditioned upon the delivery to Tenant of a subordination, non-disturbance, and attornment agreement (each, an "SNDAA") in favor Tenant (on each such Holder's standard form of SNDAA (or in any other commercially reasonable form)). Landlord or any Holder shall have the rightright to subordinate or cause to be subordinated any such Security Document to this Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Premises by reason of any termination or foreclosure of any Security Document, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. At the request of Landlord or the holder ("HOLDER") of any Security Document, Tenant shall, within ten (10) business days, execute, acknowledge and deliver promptly in recordable form any commercially reasonable instrument or SNDAA that Landlord or such Holder may request. In addition, at the request of Landlord or any time during the term Holder of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be any Security Document and subject to the requirement reimbursement as provided above, Tenant shall, within ten (10) business days, execute, acknowledge and deliver promptly in recordable form any instrument that (i) the maximum amount of any permanent Landlord or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend such holder may request to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or make this Lease superior to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Security Document.

Mortgages. Subject to the provisions of Sublessee accepts this Sublease subject and Condition 21 --------- of the subordinate to any Master Lease, Sublessee shall have the rightground lease, mortgage and/or deed of trust now or at any time during hereafter constituting a lien or encumbrance upon the term Premises. Notwithstanding any such subordination, Sublessee's right to quiet possession of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; be disturbed if Sublessee is not in default and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as Sublessee shall pay the Rent and observe and perform all of its obligations hereunder, unless this Sublease is otherwise terminated pursuant to its terms. If any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premisesground lessor, the mortgagee or beneficiary thereunder under a deed of trust elects to have Sublessee's interest in this Sublease superior to any such instrument, then by notice to Sublessee from such ground lessor, mortgagee or beneficiary, this Sublease shall be deemed superior to such ground lease or lien, whether this Sublease was executed before or after said ground lease, mortgage or deed of trust. Sublessee shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any ground lessor or mortgagee for the purpose of attornment or subjecting and subordinating this Sublease to any ground lease or the lien of any such mortgage. Sublessee's failure to execute each instrument, release or document within ten ("Subleasehold Mortgagee"10) days after written demand shall have all constitute an event of the following rights:default by Sublessee hereunder without further notice to Sublessee, or at Sublessor's and/or Landlord's option Sublessor and/or Landlord shall execute such instrument, release or document on behalf of Sublessee as Sublessee's attorney-in-fact. Sublessee does hereby make, constitute and irrevocably appoint Sublessor and/or Landlord as Sublessee's attorney-in-fact, coupled with an interest, and in Sublessee's name, place and stead, to execute such documents in accordance with this Paragraph 20.

Mortgages. Subject Sublessee shall not suffer or permit its interest in the Spa Property or the Spa to be subject to any mortgage or other lien, provided, however, that Sublessee shall be permitted to encumber the provisions of this Sublease Spa Property with a mortgage (the "Mortgage") securing a principal sum not to exceed $1,000,000 to finance Sublessee's Work and Condition 21 --------- the renovation of the Master LeaseSpa Property, bearing interest at a market rate of interest, maturing not later than 20 years after the date hereof. Although Sublessee shall have the right, at any time during the term of this Sublease, right to encumber its estate Sublessee's leasehold interest in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Spa Property created by this Sublease with a Spa Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in , the Subleased Premises through grant of a Subleasehold Spa Mortgage shall be subject and subordinate to the requirement terms, conditions, covenants and provisions of the Prime Lease and any Permitted Mortgages (including the Existing Mortgage), and the respective rights and interests of Prime Lessor and Prime Lessee and the holder of the Permitted Mortgages thereunder, however, Sublessee shall be entitled to a non-disturbance agreement (similar to the type of Non-Disturbance Agreement to be provided to the Prime Lessee under Section 13.3 of the Prime Lease), provided that (i) Sublessee's non-disturbance agreement shall be conditioned upon there being no default under this Sublease or the maximum amount Prime Lease. In no event shall Sublessor have any personal liability for payment of the indebtedness secured by the Spa Mortgage or for the performance of any permanent other obligation thereunder. Sublessee shall promptly fulfill and perform all obligations of Sublessee under the Spa Mortgage and the obligations secured thereby and shall indemnify and hold harmless the Sublessor of, from and against any and all loss, claim or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) damage which may be incurred by or threatened against Sublessee as a result of the appraised fair market value of the Subleased Premises, including the Facility; Sublessee's failure to promptly fulfill and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement perform all of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor obligations under the Spa Mortgage and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:obligations secured thereby.

Mortgages. Landlord agrees to and shall deliver to Tenant, prior to the Commencement Date, an SNDA (as hereafter defined) for any mortgage and deed of trust constituting a lien on the Premises as of the Commencement Date. Subject to receipt of an SNDA therefor, Tenant accepts this Lease subject and subordinate to any existing or future mortgage and/or deed of trust constituting a lien on the Premises; provided, however, if the mortgagee, trustee or holder of any such mortgage or deed of trust (“Mortgage Holder”) elects to have Tenant’s interest in this Lease superior to any such instrument, then by notice to Tenant from such Mortgage Holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Tenant, upon receipt of an executed SNDA from any such Mortgage Holder, agrees to execute any instruments, releases or other documents that may be required by such Mortgage Holder for the purpose of subjecting and subordinating this Lease to the lien of any such Mortgage Holder. Tenant shall not terminate this Lease or pursue any other remedy available to Tenant hereunder for any default on the part of Landlord without first giving written notice by certified or registered mail, return receipt requested, to any Mortgage Holder, the name and address of which Tenant has received written notice, specifying the default in reasonable detail and affording such Mortgage Holder a reasonable opportunity (but in no event less than thirty (30) days) to cure Landlord’s default, at its election, for and on behalf of Landlord. The term “SNDA” shall mean and refer to a subordination and non-disturbance agreement, in written and recordable form reasonably acceptable to Tenant, which states that, so long as Tenant is not in default of its obligations hereunder. Tenant’s right to use and possess the Premises for the purposes and subject to the terms and provisions of this Sublease and Condition 21 --------- Lease shall not be disturbed should the Mortgage Holder succeed to Landlord’s interest in the Premises by foreclosure of the Master Leaselien or security interest held by the Mortgage Holder executing such agreement, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:otherwise.

Mortgages. Subject The Borrower shall cause the applicable Pledged Collateral LLCs to execute and deliver to the provisions of this Sublease and Condition 21 --------- Collateral Trustee, not later than 90 days after the Closing Date, Mortgages with respect to real properties that constitute Credit Tenant Lease Assets owned by such Pledged Collateral LLCs comprising not less than 50% of the Master Lease, Sublessee shall have the right, at any time during the term Borrowing Base Value of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold all Mortgage shall be subject to the requirement Eligible Assets; provided that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage Mortgages shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premisesbe required to be delivered with respect to any Mortgage-Exempt Asset, including the Facility; and (ii) the maximum amount Mortgaged Properties, at any time, shall be comprised of the highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be delivered solely because of a re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 2.18 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.18 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.18, neither the Borrower nor any Grantor shall be required to deliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any permanent Mortgaged Property or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:thereon.

Mortgages. 21.1 This Lease and all of Tenant’s rights hereunder shall be subject and subordinate at all times to any deed of trust, mortgage or ground lease which may now or hereafter affect the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof (collectively, “Security Documents”). Subject to the provisions terms of this Sublease and Condition 21 --------- Paragraph 21.1, such subordination shall be effective without the necessity of the Master execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. If any such Security Document is foreclosed or terminated, as applicable, at the election of Landlord’s successor in interest, Tenant agrees, for the benefit of such successor in interest, to attorn to such successor in interest and become its tenant on the terms and conditions of this Lease for the remainder of the Term, and if required, to enter into a new lease with such 31 successor in interest in the form of this Lease; provided, Sublessee however, that Tenant’s agreement hereunder to (a) subordinate its interest hereunder to the lien of any Security Document first becoming effective after the Effective Date (a “Future Security Document”) and (B) to attorn to and recognize as the landlord hereunder, the Holder of such Future Security Document is conditioned upon the delivery to Tenant of a subordination, non-disturbance, and attornment agreement (each, an “SNDAA”) in favor Tenant from the Holder of any such Future Security Document (on each such Holder’s standard form of SNDAA (or in any other commercially reasonable form)). Landlord shall have the rightright to subordinate or cause to be subordinated any such Security Document to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest in the Premises by reason of any termination or foreclosure of any Security Document, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant’s agreement to attorn shall survive the termination of this Lease. At the request of Landlord, the holder (“Holder”) of any Security Document, Tenant shall execute, acknowledge and deliver promptly in recordable form any instrument or SNDAA that Landlord or such Holder may request. In addition, at the request of Landlord or any time during Holder of any Security Document, Tenant shall execute, acknowledge and deliver promptly in recordable form any instrument that Landlord or such holder may request to make this Lease superior to such Security Document. Tenant’s failure to execute each instrument, release or document within fifteen (15) business days after written demand shall constitute an default by Tenant hereunder, and following expiration of the term of this Subleaseapplicable notice and cure period, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount deemed an Event of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Default hereunder.

Mortgages. Subject Except as received by Agent pursuant to the provisions of this Sublease and Condition 21 --------- Prior Credit Agreement, Agent, shall have received first (or second, as herein permitted) Mortgages (or amendments thereto, as required) covering all of the Master LeaseMortgaged Properties, Sublessee shall together with as Agent may request: (a) title insurance policies (copies thereof, as to second mortgages), current as-built surveys, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to Agent, in its sole discretion; (b) evidence that counterparts of the Mortgages (or amendments) have been recorded in all places to the rightextent necessary or desirable, at any time during in the term judgment of this SubleaseAgent, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust create a valid and enforceable first priority lien ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the requirement that benefit of itself and Lenders (ior in favor of such other trustee as may be required or desired under local law); (c) the maximum amount an opinion of counsel in each state in which any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the FacilityMortgaged Property is located in form and substance and from counsel reasonably satisfactory to Agent; and (iid) from each existing mortgage lender having any Lien on any Mortgaged Property, a consent to the maximum amount grant of the applicable Mortgage (or amendment) in favor of Agent and an acknowledgment of Agent's first priority security interest in all Collateral consisting of personal property now or hereafter located at or on such Mortgaged Property and Agent's ability to exercise all remedies provided to it under the Loan Documents with respect to such Collateral, all in form and substance satisfactory to Agent. Each Obligor hereby agrees that if, for any permanent or refinance Subleasehold Mortgage reason, any document required pursuant to the immediately preceding clause (d) has not been received by Agent as of the Closing Date, then each applicable Obligor shall, on the land area of Closing Date, pay out such non-consenting mortgage lender, have its respective mortgage lien removed from the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with property affected thereby and grant to Agent a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed first mortgage on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Mortgaged Property.

Mortgages. Contemporaneously with the execution of this Lease, Tenant and Landlord shall execute and acknowledge, and Landlord shall exercise commercially reasonable efforts to obtain from the existing Mortgagee (as defined in this Article XXI), an SNDA on the existing Mortgagee's form attached as Exhibit J and incorporated herein (“Existing Mortgage SNDA”). Subject to the provisions terms of a fully executed SNDA, this Sublease Lease is subject and Condition 21 --------- subordinate to any future ground or underlying leases (each a “Ground Lease”) and to any mortgage, deed of trust, security interest, or title retention interest now or hereafter affecting the Master Land, Building or Project (each a “Mortgage”) and to all renewals, modifications, consolidations, replacements and extensions thereof. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 business days of receipt thereof, execute any commercially reasonable instrument (“SNDA”) that Landlord, any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by a Mortgage (“Mortgagee”) may request confirming such subordination or Tenant’s attornment to such Ground Lessor or purchaser of Landlord’s interest under this Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unlessapplicable, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree providing, among other things, that so long as there is no Event of Default hereunder, Tenant’s use and occupancy of the Premises and its rights under this Lease shall not be disturbed or affected following, as applicable, the termination of such Ground Lease or by any authorized Subleasehold foreclosure or other action (or by the delivery or acceptance of a deed or other conveyance or transfer in lieu thereof) which may be instituted or undertaken in order to enforce any right or remedy available under the Mortgage. Notwithstanding the foregoing, before any foreclosure sale under a Mortgage is or termination of a lien on Sublessee's estate Ground Lease, subject to the terms of any applicable SNDA, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this Lease, in which case, in the Subleased Premisesevent of such foreclosure or termination, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord, as applicable, the mortgagee Ground Lessor or beneficiary thereunder ("Subleasehold Mortgagee") shall have all the purchaser at foreclosure of the following rights:Landlord’s interest under this Lease.

Mortgages. Subject This Lease and the Leasehold Estate shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term and any renewal periods, a Mortgagee or prospective Mortgagee requests that this Lease be sub- ject and subordinate to its Mortgage, and if (x) the Mortgagee has provided to Tenant a non-disturbance agreement consistent with paragraph (a) above, and (y) Landlord consents to such subordination, this Lease and the Leasehold Estate shall be subject and subordinate to the provisions lien of such Mortgage and to all renewals' modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and interest thereon. Tenant agrees that, within 10 days after receipt of a request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Sublease Lease and Condition 21 --------- the Leasehold Estate to the lien of the Master Lease, Sublessee shall have the rightsuch Mortgage. If, at any time or from time to time during the term Term, a Mortgagee of a Mortgage made prior to the date of this SubleaseLease shall request that this Lease have priority over the lien of such Mortgage, to encumber its estate in and if Landlord consents thereto, this Lease and the Subleased Premises pursuant to one or more mortgages or deeds Leasehold Estate shall have priority over the lien of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and interest thereon, and Tenant shall, within 10 days after receipt of a Subleasehold Mortgage request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall be have priority over the lien of a first Mortgage, this Lease shall not become subject or subordinate to the requirement that (i) the maximum amount lien of any permanent or refinance Subleasehold Mortgage subordinate Mortgage, and Tenant shall not exceed eighty percent (80%) execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold first Mortgagee") shall have all of the following rights:.

Mortgages. Subject to SECTION 8.01. The Tenant's interest in this Lease and the provisions of this Sublease leasehold estate created hereby is and Condition 21 --------- of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject and subordinate to any ground or underlying lease or leasehold mortgage and to any mortgage or other lien or charge in the nature thereof now or hereafter affecting all or any part of the Project. Each and all of the foregoing leases, mortgages, liens and charges are referred to in this Lease as a "Mortgage" and the holder thereof or the landlord thereunder as a "Mortgagee". This clause shall be self-operative and no further instrument or subordination shall be required by any mortgagee or lessee. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. The preceding paragraph of this Section 8.01 shall be of no force or effect with respect to a Mortgage hereafter first affecting all or any part of the Premises unless and until Landlord shall, with respect to such Mortgage, furnish Tenant with an agreement from the Mortgagee, in recordable form (the "SNDA"), to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree effect that so long as no Event of Default exists on the part of Tenant under this Lease, or any authorized Subleasehold event has occurred, which has continued to exist for such period of time (after notice, if any, required by this Lease) as would entitle Landlord to terminate this Lease or would cause, without any action of Landlord, the termination of this Lease or would entitle Landlord to dispossess Tenant (each hereinafter in this paragraph, but not elsewhere in this Lease, called a "Default Condition"), Tenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the then Mortgagee under any such Mortgage is for the purpose of terminating such ground or underlying lease or for the purpose of foreclosing any such Mortgage, by reason of any default under any such Mortgage, (unless applicable law requires Tenant to be made a lien on Sublesseeparty thereto as a condition to proceeding against the Mortgagor or otherwise protecting the Mortgagee's estate rights and remedies, in which case the Subleased Mortgagee may join the Tenant as a defendant in any such action or proceeding for such purposes and not to terminate the Lease) and, so long as no Event of Default or Default Condition shall exist (x) Tenant shall not be evicted from the Premises, (y) Tenant's leasehold estate hereunder shall not be terminated or disturbed and (z) the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") Mortgagee shall have all of recognize this Lease and Tenant's rights under this Lease shall not be affected in any way, other than as heretofore specified in this paragraph. Landlord represents that on the following rights:date hereof, no Mortgage exists.

Mortgages. Contemporaneously with the execution of this Lease, Tenant and Landlord shall execute and acknowledge, and Landlord shall exercise commercially reasonable efforts to obtain from the existing Mortgagee (as defined in this Article XXI), an SNDA on the existing Mortgagee’s form attached as Exhibit L and incorporated herein (“Existing Mortgage SNDA”). Subject to the provisions terms of a fully executed SNDA, this Sublease Lease is subject and Condition 21 --------- subordinate to any future ground or underlying leases (each a “Ground Lease”) and to any mortgage, deed of trust, security interest, or title retention interest now or hereafter affecting the Master Land, Building or Project (each a “Mortgage”) and to all renewals, modifications, consolidations, replacements and extensions thereof. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within 10 days of receipt thereof, execute any instrument that Landlord, or any ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by Mortgage (“Mortgagee”) may request confirming such subordination or Tenant’s attornment to such Ground Lessor or purchaser of Landlord’s interest under this Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unlessapplicable, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree providing, among other things, that so long as there is no Event of Default hereunder, Tenant’s use and occupancy of the Premises and its rights under this Lease shall not be disturbed or affected following, as applicable the termination of such Ground Lease or by any authorized Subleasehold foreclosure or other action (or by the delivery or acceptance of a deed or other conveyance or transfer in lieu thereof) which may be instituted or undertaken in order to enforce any right or remedy available under the Mortgage is (“SNDA”). Notwithstanding the foregoing, before any foreclosure sale under a lien on Sublessee's estate Mortgage or termination of a Ground Lease, subject to the terms of any applicable SNDA, the Mortgagee or Ground Lessor, as applicable, shall have the right to subordinate the Mortgage or Ground Lease, as applicable, to this Lease, in which case, in the Subleased Premisesevent of such foreclosure or termination, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord, as applicable, the mortgagee Ground Lessor or beneficiary thereunder ("Subleasehold Mortgagee") shall have all the purchaser at foreclosure of the following rights:Landlord’s interest under this Lease.

Mortgages. Subject This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (a "MORTGAGE"), or any ground lease, master lease, or primary lease (a "PRIMARY LEASE"), that now or hereafter covers all or any part of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGE"). However, as a condition to such subordination, the Landlord's Mortgagee must execute, acknowledge, and deliver to Tenant a subordination, non-disturbance, and attornment agreement in the same form as EXHIBIT E hereto (which may have non-substantive changes thereto to reflect changes in factual matters) or, at Landlord's option, another form whose form and substance are acceptable to Tenant (an "SNDA"), Tenant shall execute, acknowledge, and deliver an SNDA within ten days after Landlord's request therefor. Notwithstanding the subordination provided herein, any Landlord's Mortgagee may subordinate its Mortgage or Primary Lease (as the case may be) to this Lease. Tenant shall execute such documentation as the Landlord's Mortgagee may reasonably request evidencing the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease or, if the Landlord's Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. If at the closing of Landlord's acquisition of the Premises ("CLOSING"), an SNDA has not deposited into escrow, whose delivery is subject only to the provisions of this Sublease and Condition 21 --------- consummation of the Master LeaseClosing, Sublessee shall have then either Landlord or Tenant may terminate this Lease before Closing occurs. Landlord represents and warrants that after giving effect to Closing, the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of Premises will be held by Principal Commercial Advisors, Inc. and there will be no Primary Lease affecting the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:.

Mortgages. Subject (a) This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage") and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any portion of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as ("Landlord's Mortgagee"), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of this Section 20 shall be conditioned on the Landlord providing Tenant with a written nondisturbance agreement in recordable form from each person or entity ("Mortgagee") holding a mortgage, deed of trust or trust deed, ground lease or other lien now of record or recorded after the date of this Lease affecting Landlord's interest in the Premises or the Property. Such non-disturbance agreement shall contain the following provisions and in form reasonably acceptable to Landlord, Landlord's Mortgagee and Tenant: (1) so long as Tenant shall not be in default of its material obligations under this Lease, such Mortgagee shall recognize this Lease and each of Tenant's rights hereunder and shall not disaffirm the Lease even if Mortgagee shall foreclose the Mortgage or the Premises shall be sold pursuant to a foreclosure sale, or take a deed in lieu of such foreclosure sale; (2) Tenant shall be entitled to use and occupy the Premises and use the Common Areas in accordance with the provisions of this Sublease the Lease; (3) Mortgagee will make insurance proceeds and Condition 21 --------- condemnation awards available for restoration and repair of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Property and Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to restrictions contained in debt instruments; (4) Tenant's possession of the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage Premises shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premisesbe disturbed by Mortgagee, including the Facilityits successors or assigns; and (ii5) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, Lease shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or be subordinate to any land, building debt instruments obtained now or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and future by law providedLandlord subject, unless, and until a copy thereof shall have been delivered again to Sublessor and the Air Force and such mortgage is authorized under this Section 19.720.(a). Sublessor and Sublessee agree Tenant shall from time to time, within twenty days after request therefor, execute any instruments that so long as may be required by any authorized Subleasehold Landlord's Mortgagee to evidence the subordination of this Lease to any such Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Primary Lease.

Mortgages. Subject This Lease and Tenant’s interest hereunder shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any rime or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, this Lease and Tenant’s interest hereunder shall be subject and subordinate to the provisions lien of such Mortgage and to all renewals, modifications, replacements consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. Tenant agrees that, within 10 days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Sublease Lease and Condition 21 --------- its interest in the Leased Premises to the lien of the Master Lease, Sublessee shall have the rightsuch Mortgage. If, at any time or from time to time during the term Term, a Mortgagee of a Mortgage made prior to the date of this SubleaseLease shall request that this lease have priority over the lien of such Mortgage, to encumber its estate in and if Landlord consents thereto, this Lease shall have priority over the Subleased Premises pursuant to one or more mortgages or deeds lien of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the Subleased Premises through grant interest thereon, and Tenant shall, within 10 days after receipt of a Subleasehold Mortgage written request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall be have priority over the lien of a Mortgage, this Lease shall not become subject or subordinate to the requirement that (i) the maximum amount lien of any permanent or refinance Subleasehold Mortgage subordinate Mortgage, and Tenant shall not exceed eighty percent (80%) execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold prior Mortgagee") shall have all of the following rights:.

Mortgages. Subject Tenant accepts this Lease subject and subordinate to the provisions any mortgages and deed of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, trust now or at any time during hereafter constituting a lien or charge upon the term Property, or the improvements situated thereon, provided, however, that if the mortgagee, trustee, or holder of this Sublease, to encumber its estate in the Subleased Premises pursuant to one any such mortgage or more mortgages or deeds deed of trust ("Subleasehold MortgageMortgagee") only elects to provide financing have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such Mortgagee, this Lease shall be deemed superior to such lien whether this Lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any such Mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage (provided that such Mortgagee agrees to recognize this Lease and not disturb Tenant's possession of the Premises if Tenant is not in an uncured event of default) or for the purpose of evidencing the superiority of this Lease to the lien of any such mortgage, as set forth hereinmay be the case. Any right granted The foregoing notwithstanding, upon Tenant's request after Lease execution, Landlord will use its commercially reasonable efforts to Sublessee cause Mortgagee to encumber its estate deliver to Tenant a subordination, non-disturbance and attornment agreement (the "SNDA") on Mortgagee's customary form containing provisions pursuant to which Mortgagee agrees not to terminate the Lease in the Subleased Premises through grant event of a Subleasehold Mortgage shall be subject to the requirement foreclosure of its mortgage or deed of trust or termination of its ground lease, provided that Tenant is not in breach or default under this Lease. Tenant understands that: (i) the maximum amount of any permanent or refinance Subleasehold Mortgage Landlord shall not exceed eighty percent (80%) of be obligated to expend funds to procure the appraised fair market value of the Subleased PremisesSNDA and if any fee is required or funds must be expended, including the Facility; such fees shall be paid and such funds shall be expended by Tenant, and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized Tenant's obligations under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien Lease are not conditioned on Sublessee's estate in obtaining the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold SNDA from Mortgagee") shall have all of the following rights:.

Mortgages. Subject Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the provisions Premises or the improvements situated thereon; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenaxx'x xnterest in this Sublease and Condition 21 --------- Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of the Master Lease, Sublessee shall have the righttrust. Tenant, at any time during hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee, trustee or holder for the term purpose of subjecting and subordinating this Lease to the lien of any such mortgage or deed of trust. If any future mortgagee or beneficiary under a mortgage or deed of trust hereafter placed upon the Premises desires to subordinate its mortgage or deed of trust to this Lease, Tenaxx xxxees that it shall promptly execute such instruments as may be reasonably required by such mortgagee or beneficiary in order to effect such subordination (Tenant agreeing that an instrument in substantially the form of Exhibit "I" attached hereto and made hereof is acceptable to Tenant). Landxxxx xxxees to obtain and deliver to Tenant a subordination non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit "H" and made a part hereof ("SNDA") executed by Landxxxx'x xurrent mortgagee with respect to the Building. Tenaxx xxxees to enter into the SNDA with such mortgagee promptly upon Landxxxx'x xequest therefor. Notwithstanding the foregoing, the subordination of this Sublease, Lease to encumber its estate in the Subleased Premises pursuant to one any mortgage or more mortgages or deeds deed of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in that is hereafter placed upon the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; Building is expressly conditioned upon Tenant and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder under any such mortgage or deed of trust entering into an SNDA in a form reasonably acceptable to Tenant (Tenant hereby agreeing that an SNDA substantially in the form that is attached hereto as Exhibit "Subleasehold Mortgagee") shall have all of the following rights:H" and made a part hereof is acceptable to Tenant). Tenaxx xxxees to enter into such SNDA with any such mortgagee or beneficiary promptly upon Landxxxx'x xequest therefor.

Mortgages. Subject Without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist deeds to secure debt, deeds of trust, mortgages, heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"). This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the provisions lien and security title of any Mortgage, provided, however, that for any new Mortgages granted by Lessor (i.e., excluding any Mortgages encumbering the Leased Property upon the commencement of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the rightincluding any renewals, at any time during the term of this Subleasemodifications, consolidations, replacements, substitutions and extensions thereof) such subordination is conditioned upon delivery to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant Lessee of a Subleasehold Mortgage subordination, nondisturbance and attornment agreement, in form and substance reasonably satisfactory to Lessee and Holder, which agreement shall be subject to the requirement that provide, among other things, that, provided an Event of Default is not then continuing under this Lease, Lessee (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) be entitled to receive all Gross Revenues of the appraised fair market value of the Subleased PremisesFacility, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area shall not be disturbed in its possession of the Subleased PremisesLeased Property hereunder following a foreclosure of such Mortgage. In confirmation of such subordination Lessee shall, excluding at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any such Mortgage and to the Holder thereof. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or other appropriate party to execute, such estoppel agreements and collateral assignments with respect to the Facility, shall not exceed one hundred percent (100%) 's liquor license and any of the total cost of other aforementioned agreements as Holder may reasonably request in connection with any authorized capital improvements with a useful life such financing, provided that no such estoppel agreement or collateral assignment shall in excess of five (5) years. No Subleasehold Mortgage shall extend to any way affect the Term or affect the fee, the reversionary interest or the estate adversely in any material respect any rights of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized Lessee under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Lease.

Mortgages. Subject 27(4) The Landlord, upon mortgaging the Shopping Centre or any part thereof, where this Lease does not enjoy priority of registration will cause to be inserted in such Mortgage provisions such that if any default occurs under such Mortgage, the Mortgagee will give the Tenant notice of such default, and if such default is with respect to the provisions payment of this Sublease and Condition 21 --------- any monies due under such Mortgage, the Tenant will be subrogated to the rights of the Master LeaseLandlord to remedy such default, Sublessee shall or if such default is with respect to the failure of the Landlord to perform any other of its covenants in such Mortgage the Tenant will have the right, at any time during after notice to the term of this SubleaseLandlord, to encumber its estate in remedy such default, and if such default is remedied within a reasonable time the Subleased Premises Mortgagee will not by reason of such default exercise any right or remedy which it might have as Mortgagee which would entitle it to possession of the whole or any part of the Shopping Centre. The Tenant shall have a right of set off under this Lease for any monies paid by it to the Mortgagee under the Mortgage pursuant to one or more mortgages or deeds this Section and the Landlord hereby consents to a judgment in favour of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject Tenant for any shortfall between the payment made by the Tenant to the requirement that (i) Mortgagee under the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) and the financial obligations of the appraised fair market value Tenant under this Lease. APPENDIX 2 SAMPLE FORMS OF NON-DISTURBANCE AGREEMENTS [ LONG FORM ] NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT made as of the Subleased Premisesday of B E T W E E N: (hereinafter called the “Tenant”) OF THE FIRST PART, including (hereinafter called the Facility; and (ii“Chargee”) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:OF THE SECOND PART.

Mortgages. Subject Xxxxxx accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the provisions Premises or the improvements situated thereon or the Building of which the Premises are a part; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Xxxxxx’s interest in this Sublease and Condition 21 --------- Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of the Master Lease, Sublessee shall have the righttrust. Tenant, at any time during hereafter within fifteen (15) days after demand therefor, shall execute any instruments, releases or other documents that may be required by any mortgagee, trustee or holder for the term purpose of subjecting and subordinating this Lease to the lien of any such mortgage or deed of trust. Xxxxxxxx agrees to obtain and deliver to Tenant a subordination non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit “H” and made a part hereof (“SNDA”) executed by Xxxxxxxx’s current mortgagee with respect to the Building. Xxxxxx agrees to enter into the SNDA with such mortgagee promptly upon Xxxxxxxx’s request therefor. Notwithstanding the foregoing, the subordination of this Sublease, Lease to encumber its estate in the Subleased Premises pursuant to one any mortgage or more mortgages or deeds deed of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in that is hereafter placed upon the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; Building is expressly conditioned upon Tenant and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder under any such mortgage or deed of trust entering into an SNDA in a form reasonably acceptable to Tenant ("Subleasehold Mortgagee") Tenant hereby agreeing that an SNDA substantially in the form that is attached hereto as Exhibit “H” and made a part hereof is acceptable to Tenant). Xxxxxx agrees to enter into such SNDA with any such mortgagee or beneficiary promptly upon Xxxxxxxx’s request therefor. If any future mortgagee or beneficiary under a mortgage or deed of trust hereafter placed upon the Building desires to subordinate its mortgage or deed of trust to this Lease, Xxxxxx agrees that it shall have all of the following rights:promptly execute such instrument as may be reasonably required by such mortgagee or beneficiary in order to effect such subordination.

Mortgages. Subject to This Lease and Tenant's interest hereunder shall have --------- priority over, and be senior to, the provisions Lien of any mortgage, deed of trust or similar instrument ("Mortgage") made by Landlord after the date of this Sublease and Condition 21 --------- Lease. Landlord hereby represents that there is no mortgage encumbering the Building as of the Master date of this Lease. However, Sublessee shall have the right, if at any time or from time to time during the term of this SubleaseTerm, to encumber its estate in the Subleased Premises pursuant to one a holder or more mortgages or deeds of trust beneficiary under a Mortgage (a "Subleasehold MortgageMortgagee") only or a prospective Mortgagee requests that this Lease be subject and subordinate to provide financing as set forth herein. Any right granted its Mortgage, and if Landlord consents to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage such subordination, this Lease and Tenant's interest hereunder shall be subject and subordinate so the lien of such Mortgage and to all renewals, modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and interest thereon, provided that the Mortgagee shall have delivered to Tenant a nondisturbance agreement as described in Section 20(c) of this Lease. Tenant agrees that, within ten (10) days after receipt of a request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to evidence the subordination of this Lease and its interest in the Leased Premises to the requirement that (ilien of such Mortgage, subject to Tenant's receipt of a nondisturbance agreement as described in Section 20(c) of this Lease. In any event, however, if this Lease shall have priority over the maximum amount lien of a first Mortgage, this Lease shall not become subject or subordinate to the lien of any permanent or refinance Subleasehold Mortgage subordinate Mortgage, and Tenant shall not exceed eighty percent (80%execute any subordination documents or instruments for any subordinate Mortgagee, without a nondisturbance agreement as described in Section 20(c) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Lease.

Mortgages. Subject Tenant accepts this Lease subject and subordinate to all Ground Leases now or hereafter existing and all renewals, modifications, consolidations, replacements and extensions thereof, and any mortgages and/or deed(s) of trust now or at any time hereafter constituting a lien or charge upon the Premises and/or the Complex (each a “Security Instrument”) and all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the foregoing subordination in respect of any Security Instrument placed upon the Premises after the date hereof shall not become effective until and unless the applicable ground lessor or holder delivers to Tenant a non-disturbance agreement (a “Non-Disturbance Agreement”) in recordable form which provides that if no Event of Default has occurred and is continuing, such Lender will not disturb Tenant’s right of occupancy of the Premises in accordance with the terms and provisions of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate Lease in the Subleased Premises pursuant event of a foreclosure or termination, as applicable, of any such Security Instrument (a Non-Disturbance Agreement may also include Tenant’s agreement to one or more mortgages or deeds of trust ("Subleasehold Mortgage") only to provide financing attorn as set forth hereinbelow and will contain such other provisions as the applicable ground lessor or holder shall require in connection therewith provided that such provisions will not in any way materially change the rights and obligations of Tenant under this Lease or materially reduce the obligations of Landlord under this Lease). Any right granted to Sublessee to encumber its estate Although the subordination in the Subleased Premises through grant of a Subleasehold Mortgage immediately preceding sentence shall be self-operating (subject to the requirement that delivery of the required Non-Disturbance Agreement), Tenant, or its successors in interest, shall, within ten (i10) business days after its receipt of Landlord’s request, execute and deliver any and all Non-Disturbance Agreements delivered to Tenant by Landlord. If any ground lessor or the maximum amount mortgagee, trustee or holder of any permanent such Security Instrument elects to have Tenant’s interest in this Lease superior to the applicable Ground Lease or refinance Subleasehold Mortgage Security Instrument, then by notice to Tenant from such ground lessor, mortgagee, trustee or holder, this Lease shall not exceed eighty percent (80%) of be deemed superior to the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest applicable Ground Lease or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor applicable Security Instrument and the Air Force lien and/or security interest evidenced thereby, whether this Lease was executed before or after such Ground Lease or Security Instrument. Tenant shall, within ten (10) business days after its receipt thereof, execute any instruments, releases or other documents or agreements which may be required by any Mortgagee for the purpose of subjecting and such mortgage is authorized under subordinating any Ground Lease or Security Instrument and the lien and/or security interest evidenced thereby to this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Lease.

Mortgages. Subject (a) This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a “Mortgage”) and any ground lease, master lease, or primary lease (a “Primary Lease”) that now or hereafter covers any portion of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as “Landlord’s Mortgagee”) and to increases, renewals, modifications, consolidations, replacements, and extensions thereof; provided that the foregoing subordination in respect of any Mortgage placed on the Premises after the date hereof shall not become effective until and unless the holder of such Mortgage delivers to Tenant a non-disturbance agreement in form reasonably acceptable to Landlord, Tenant and such holder (which may include Tenant’s agreement to attorn to such Landlord’s Mortgagee) permitting Tenant, if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in occupancy of the Premises in the event of a foreclosure of any such Mortgage. However, any Landlord’s Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of this Sublease Section 21(a) shall be self-operative, and Condition 21 --------- no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord’s Mortgagee evidencing the subordination of this Lease to any such Mortgage or Primary Lease (which instrument shall include a commercially reasonable non-disturbance provision in favor of Tenant and shall be on Landlord’s Mortgagee’s standard form). Landlord shall use commercially reasonable efforts to deliver to Tenant a subordination, non-disturbance and attornment agreement from the Master Leaseexisting Landlord’s Mortgagee in favor of Tenant on such mortgagee’s standard form, Sublessee with such changes as are reasonably requested by Tenant (“SNDA”), prior to June 12, 2008. In the event Landlord fails to deliver the SNDA by June 12, 2008, Tenant, as Tenant’s sole and exclusive remedy, shall have the rightright to terminate this Lease by delivering written notice to Landlord on or before June 13, at any time during the term 2008 and prior to Landlord’s delivery of this Sublease, such SNDA. Tenant agrees to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds execute such fully executed SNDA upon request of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:Landlord.

Mortgages. Subject Tenant accepts this Lease subject and subordinate to the provisions any mortgages and/or deeds of this Sublease and Condition 21 --------- of the Master Lease, Sublessee shall have the right, trust now or at any time during hereafter constituting a lien or charge upon the term Premises or the improvements situated thereon; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Landlord agrees to promptly obtain and deliver to Tenant a subordination non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit "G" and made a part hereof ("SNDA") executed by Landlord's current mortgagee with respect to the Land. Tenant agrees to enter into the SNDA with such mortgagee promptly upon Landlord's request therefor. Notwithstanding the foregoing, the subordination of this Sublease, Lease to encumber its estate in the Subleased Premises pursuant to one any mortgage or more mortgages or deeds deed of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in that is hereafter placed upon the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; Land is expressly conditioned upon Tenant and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder under any such mortgage or deed of trust entering into an SNDA in a form reasonably acceptable to Tenant (Tenant hereby agreeing that an SNDA substantially in the form that is attached hereto as Exhibit "Subleasehold MortgageeG" and made a part hereof is acceptable to, Tenant). Tenant agrees to enter into such SNDA with any such mortgagee or beneficiary promptly upon Landlord's request therefor, Tenant shall be permitted to record the SNDA in the real property records of Tarrant County, Texas. If any future mortgagee or beneficiary under a mortgage or deed of trust hereafter placed upon the Land desires to subordinate its mortgage or deed of trust to this Lease, Tenant agrees that it shall promptly execute such instrument as may be reasonably required by such mortgagee or beneficiary in order to effect such subordination (Tenant hereby agrees that an instrument in substantially the form of Exhibit ") shall have all of the following rights:H" attached hereto and made a part hereof is acceptable to Tenant).

Mortgages. Subject 7.01 (a) Lessee shall have the right from time to time during the Term to place one or more mortgages (or otherwise charge or encumber) Lessee’s leasehold interest in this Lease pursuant to the terms of this Section 7. Any such mortgage, charge or encumbrance (hereinafter also “mortgage”) sought to be placed upon Lessee’s leasehold interest in this Lease shall include therein specific language in the form of specific terms and conditions contained in the mortgage or other security interest, acceptable to Lessor’s Superintendent which acceptance is not to be unreasonably withheld, whereby said mortgagee or other attempted security interest holder (hereinafter also “mortgagee”, including any sub-tenant of mortgagee or other successor, shall agree in the body of the document itself, without reservation, to be bound in the same manner by all of the terms and conditions of the Lease, as is the original Lessee herein, This specific requirement includes but is not limited to the provisions of Sections 3, 7, 11, and 12, If Lessee or any successor party as described herein shall so mortgage its leasehold interest in this Sublease Lease, Lessee shall give Lessor prompt notice of such mortgages and Condition 21 --------- furnish Lessor with a complete and correct copy of each such mortgage, together with the name and address of each mortgagee. After receipt of the Master foregoing, Lessor shall give to each mortgagee, at the address of such mortgagee set forth in such notice, and otherwise in the manner provided for in this Lease, Sublessee shall have a copy of each notice of Event of Default delivered by Lessor to Lessee at the rightsame time as, at and whenever, any time during the term such notice of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds Event of trust ("Subleasehold Mortgage") only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage Default shall be subject given by Lessor to the requirement that (i) the maximum amount Lessee, and no such notice of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) Event of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage Default shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, deemed to have been duly given to Lessee or a mortgagee unless and until a copy thereof shall have been delivered actually given to Sublessor and all such mortgagees. Each mortgagee shall thereupon have a period of fifteen (15) business days more than given to Lessee, in each case, for remedying such Event of Default, during which such period each such mortgagee shall have the Air Force and right, but no obligation, to remedy such mortgage is authorized Event of Default or to cause the same to be remedied. Lessor shall accept performance by any such mortgagee (or its designee or nominee) of any covenant, condition or agreement on Lessee’s part to be performed under this Section 19.7. Sublessor Lease with the same force and Sublessee agree that so long effect as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in if the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:same had been performed by Lessee.

Mortgages. Subject This Lease and Tenant's interest hereunder shall be subordinate to the provisions lien of any Mortgage made by Landlord prior to the date of this Sublease Lease. This Lease and Condition 21 --------- of the Master Lease, Sublessee Tenant's interest hereunder shall have priority over, and be senior to, the rightlien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, and if Landlord consents to such subordination, this Lease and Tenant's interest hereunder shall be subject and subordinate to the lien of such Mortgage and to all renewals, modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and interest thereon. Tenant agrees that, within ten days after receipt of a request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage. If, at any time or from time to time during the term Term, a Mortgagee of a Mortgage made prior to the date of this SubleaseLease shall request that this Lease have priority over the lien of such Mortgage, to encumber its estate in and if Landlord consents thereto, this Lease shall have priority over the Subleased Premises pursuant to one or more mortgages or deeds lien of trust such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and interest thereon, and Tenant shall, within ten ("Subleasehold Mortgage"10) only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant days after receipt of a Subleasehold Mortgage request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall be have priority over the lien of a first Mortgage, this Lease shall not become subject or subordinate to the requirement that (i) the maximum amount lien of any permanent or refinance Subleasehold Mortgage subordinate Mortgage, and Tenant shall not exceed eighty percent (80%) execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold first Mortgagee") shall have all of the following rights:.

Mortgages. Subject On the date hereof, Borrower and the Joining NY Guarantors have caused the holders of the Assigned Mortgages to irrevocably assign in full such Assigned Mortgages to the provisions of this Sublease Agent and Condition 21 --------- such Assigned Mortgages are now owned by Agent for the benefit of the Master LeaseLenders. Each Joining NY Guarantor shall concurrently herewith execute and deliver to the Agent, Sublessee for the benefit of the Lenders, an Amended and Restated Mortgage, Assignment of Leases and Rent, Security Agreement and Fixture Filing dated as of even date herewith (each, an “Amended and Restated Mortgage”, and collectively, the “Amended and Restated Mortgages”) in form and substance acceptable to the Agent, which Amended and Restated Mortgages shall have amend, restate and supersede the right, at any time during Assigned Mortgages with respect to each of the term of this Sublease, New York Mortgaged Properties and shall be “Mortgages” under the Credit Agreement. Notwithstanding anything to encumber its estate the contrary contained herein or in the Subleased Premises pursuant to one or more mortgages or deeds Amended and Restated Mortgages, it is the express intent of trust ("Subleasehold Mortgage") only to provide financing the parties that the Assigned Indebtedness evidenced by the Assigned Notes as secured by the Assigned Mortgages and the liens of said Assigned Mortgages shall continue in full force and effect and unimpaired by the consolidation and modifications set forth herein. Any right granted to Sublessee to encumber its estate in the Subleased Premises through grant of a Subleasehold Mortgage shall be subject to the requirement that (i) the maximum amount of any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (80%) of the appraised fair market value of the Subleased Premises, including the Facility; and (ii) the maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with a useful life in excess of five (5) years. No Subleasehold Mortgage shall extend to or affect the feethis Amendment, the reversionary interest or the estate of Sublessor New Revolving Credit Notes and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be binding upon Sublessor and/or the Air Force in the enforcement of its rights Amended and remedies herein and by law provided, unlessRestated Mortgages, and until a copy thereof the Amended and Restated Mortgages shall have been delivered to Sublessor and continue as security for such continuing obligations hereafter evidenced by the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:New Revolving Credit Notes.