Common use of Non-Disturbance Agreement Clause in Contracts

Non-Disturbance Agreement. Landlord agrees to provide Tenant with a commercially reasonable subordination, nondisturbance and attornment agreement (the “Nondisturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of the date of this Lease. In addition, Landlord agrees to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereof.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with a commercially reasonable subordinationNotwithstanding the provisions of subsections (a) and (b), nondisturbance and attornment agreement (the “Nondisturbance Agreement”) in favor neither this Lease nor any right, title or interest of Tenant from in the Leased Premises shall be subordinate to the lien of any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of underlying lease or any Mortgage made or placed after the date of this Lease. In addition, Landlord and Tenant shall not be required to subordinate this Lease or Tenant's interest in the Leased Premises to any such ground or underlying lease or any such Mortgage, unless such lease or Mortgage contains an express provision (or the lessor or the Mortgagee or other party secured by the Mortgage agrees in writing) to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectivelythe effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the “Future Lender”lessor or the Mortgagee (or other party secured by the Mortgage) of Landlord who later come into existence at any time prior to the expiration will be bound by all of the Lease Term. Current Lender terms and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates provisions of this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations except as otherwise set forth in such agreement), a default by the Landlord under such lease or by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for terminated or otherwise affected by a termination of such ground or underlying lease or a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Lease, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the Mortgagee under any defaults occurring prior existing Mortgage, to the date effect that so long as this Lease has not been terminated by reason of the foreclosure occurrence of an Event of Default, the Mortgagee (or deed other party secured by the Mortgage) will be bound by all of the terms and provisions of this Lease, a default by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in lieu except to accordance with all of the extent such defaults are continuing thereafter. Furthermoreterms and conditions of this Lease, Tenant’s rights and interests with respect to the Premises and the Project term, estate and options of Tenant under this Lease shall not be impaired terminated or disturbed otherwise affected by a foreclosure and sale or other enforcement action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Agreement, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the lessor under the Ground Lease, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor will be bound by all of the terms and provisions of this Lease, a default by the Landlord under such Ground Lease shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such lien except as expressly permitted under this Ground Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereof.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with a commercially reasonable subordinationNotwithstanding the provisions of subsections (a) and (b), nondisturbance and attornment agreement (the “Nondisturbance Agreement”) in favor neither this Lease nor any right, title or interest of Tenant from in the Leased Premises shall be subordinate to the lien of any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of underlying lease or any Mortgage made or placed after the date of this Lease. In addition, Landlord and Tenant shall not be required to subordinate this Lease or Tenant’s interest in the Leased Premises to any such ground or underlying lease or any such Mortgage, unless such lease or Mortgage contains an express provision (or the lessor or the Mortgagee or other party secured by the Mortgage agrees in writing) to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectivelythe effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the “Future Lender”lessor or the Mortgagee (or other party secured by the Mortgage) of Landlord who later come into existence at any time prior to the expiration will be bound by all of the Lease Term. Current Lender terms and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates provisions of this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations except as otherwise set forth in such agreement), a default by the Landlord under such lease or by the mortgagor under such Mortgage shall not have any effect upon Tenant’s right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for terminated or otherwise effected by a termination of such ground or underlying lease or a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Lease, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the Mortgagee under any defaults occurring prior existing Mortgage, to the date effect that so long as this Lease has not been terminated by reason of the foreclosure occurrence of an Event of Default, the Mortgagee (or deed in lieu except to other party secured by the extent Mortgage) will be bound by all of the terms and provisions of this Lease, a default by the mortgagor under such defaults are continuing thereafter. Furthermore, Mortgage shall not have any effect upon Tenant’s rights right to occupy the Leased Premises in accordance with all of the terms and interests with respect to the Premises conditions of this Lease, and the Project term, estate and options of Tenant under this Lease shall not be impaired terminated or disturbed otherwise affected by a foreclosure and sale or other enforcement action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Agreement, Landlord shall deliver to Tenant a non-disturbance agreement, its form reasonably satisfactory to Tenant, from the lessor under the Ground Lease, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor will be bound by all of the terms and provisions of this Lease, a default by the Landlord under such Ground Lease shall not have any effect upon Tenant’s right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such lien except as expressly permitted under this Ground Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereof.

Non-Disturbance Agreement. (i) Landlord agrees represents that, to provide the best of its knowledge, the holder of the only Mortgage on the date hereof is Xxxxxx Brothers Holdings Inc. Landlord shall use its reasonable efforts (which shall include prudent steps taken by similar landlords with similar lenders) to obtain from each holder of a Mortgage which may now affect the Real Property or the Building an agreement to the effect that, if there shall be a foreclosure of its Mortgage, the holder of such Mortgage will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of the holder of such Mortgage on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no default shall have occurred and be continuing hereunder (any such agreement, or any agreement of similar import, from the holder of a Mortgage being hereinafter referred to as a "NONDISTURBANCE AGREEMENT"). (ii) Landlord shall have no liability to Tenant for its failure to obtain any Nondisturbance Agreement referred to in subparagraph (i) above. Landlord's agreement to use reasonable efforts under this subparagraph C shall not impose any obligation upon Landlord (y) to incur any cost or expense or (z) to institute any legal or other proceeding in connection with a commercially reasonable subordination, nondisturbance and attornment agreement (the “obtaining such Nondisturbance Agreement”. (iii) in favor Any Nondisturbance Agreement may be made on the condition that the holder of Tenant from the Mortgage, or anyone claiming by, through or under such holder, including a purchaser at a foreclosure sale, shall not be: (a) liable for any ground lessorsact or omission of any prior landlord (including, mortgage holders or lien holders (collectivelywithout limitation, the “Current Lender”then defaulting landlord), or (b) subject to any defense or offsets which Tenant may have against any prior landlord (including, without limitation, the then defaulting Landlord), or (c) bound by any payment of Landlord Rent or additional rent which tenant may have made to any prior landlord (including, without limitation, the then defaulting Landlord) more than thirty (30) days in existence as advance of the date upon which such payment was due, or (d) bound by any obligation to make any payment to or on behalf of Tenant, or (e) bound by any obligation to perform any work or to make improvements to the Premises, except for (i) repairs and maintenance pursuant to the provisions of Article 4 hereof, the need for which repairs and maintenance first arises after the date upon which such owner, or holder shall be entitled to possession of the Premises, (ii) repairs to the Premises or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such holder, and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 11 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such holder, or (f) bound by any amendment or modification of this Lease. In additionLease made without its consent, Landlord agrees or (g) bound to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interestsreturn Tenant's security deposit, if any, in the Project until such deposit has come into its actual possession and Tenant would be entitled to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord such security deposit pursuant to the Future Lender. Future Lender terms of this Lease. (iv) If required by the holder of a Mortgage, within ten (10) business days after notice thereof, Tenant shall join in any Nondisturbance Agreement to indicate its concurrence with the provisions thereof and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, its agreement in the event of a foreclosure of such Mortgage or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all granting of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or a deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to such mortgagee or to any person who succeeds to Landlord’s interests through a foreclosure acquiring the interest of Landlord in the Real Property and Building as Tenant's landlord hereunder. Any such lien Nondisturbance Agreement may also contain other terms and conditions as may otherwise be required by such holder which do not increase Tenant's obligations under this lease in any material respect, or transfer adversely affect or diminish the rights in lieu thereofany material respect, or increase the other obligations of Tenant under this Lease in any material respect.

Non-Disturbance Agreement. As a condition to Tenant's agreement hereunder to subordinate Tenant's interest in this Lease to any Mortgage made between Landlord agrees and such Mortgagee, and to provide attorn to and recognize any successor landlord, Landlord shall obtain from such Mortgagee and delivered to Tenant with a commercially reasonable subordinationan agreement, nondisturbance in recordable form, pursuant to which such Mortgagee shall agree that if and attornment agreement (so long as no Event of Default hereunder shall have occurred and be continuing, the “Nondisturbance Agreement”) in favor leasehold estate granted to Tenant and the rights of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as pursuant to this Lease to quiet and peaceful possession of the date of this Lease. In additionPremises shall not be terminate, Landlord agrees modified, affected or disturbed by any action which such Mortgagee may take to provide Tenant with a Nondisturbance Agreement from foreclose any ground lessorssuch Mortgage, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at and that any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) successor landlord shall recognize this Lease as being in full force and the effect as if it were between such successor landlord and Tenant hereunder, (ii) assume and perform upon all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosureterms, covenants, conditions and (iii) be subject options granted to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted Tenant under this Lease. If Landlord shall not have obtained such agreement from the Mortgagee within thirty (30) days after either the Effective Date (for any current Mortgage), or the date of recordation of any future Mortgage, then Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure shall notify the Landlord of such lien or transfer in lieu thereoffailure and Landlord shall proceed with due diligence to obtain such agreement.

Non-Disturbance Agreement. Landlord agrees to provide So long as the Lease is in full force and effect, Tenant with a commercially reasonable subordination, nondisturbance and attornment agreement (the “Nondisturbance Agreement”) is not in favor of Tenant from default under any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of the date provision of this Lease. In additionLease after applicable cure periods, Landlord agrees and no event has occurred which has continued to provide Tenant with exist for a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders period of time (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interestsafter notice, if any, required by this Lease) as would entitle Landlord to terminate this Lease or with cause, without further action by Landlord, the termination of this Lease or would entitle Landlord to dispossess the Tenant thereunder; (a) Tenant's rights under this Lease, including the right of possession of the Premises shall not be terminated or disturbed by any steps or proceeding taken by Lender in the Project to exercise of any lien upon Landlord’s interests right under any mortgage or the indebtedness secured thereby; and (b) This Lease shall not be terminated or effected by said exercise of any remedy provided for in all or the mortgage, and the Lender hereby covenants that any portion sale by it of the Project which secures obligations of Landlord Property pursuant to the Future Lender. Future Lender exercise of any rights and any purchaser at a foreclosure agrees thatremedies under the mortgage or otherwise, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize shall be made subject to this Lease and rights of the Tenant hereunder, . (iic) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject Landlord agrees to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for use reasonable efforts to obtain from any defaults occurring prior future lender as to the date Property acknowledgement of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafterthis non-disturbance provision. FurthermoreLANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this LeaseBY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereofTHE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF THIS LEASE TO TENANT.

Non-Disturbance Agreement. Landlord agrees 25.5.1 Landlord, with respect to provide Tenant with a commercially reasonable subordination, nondisturbance and attornment agreement (the “Nondisturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders Mortgage or lien holders (collectively, the “Current Lender”) of Landlord in existence as of Underlying Lease executed after the date of this Lease. In additionhereof, Landlord agrees shall deliver to provide Tenant with a Nondisturbance Non-Disturbance Agreement from any ground lessorsthe Mortgagee or Underlying Lessor thereunder; provided, mortgage holders or lien holders (collectivelyhowever, the “Future Lender”) of Landlord who later come into existence at any time prior to that if Tenant shall be in default beyond notice and the expiration of any applicable cure period, then Landlord shall have no obligation to deliver a Non-Disturbance Agreement to Tenant with respect to any such future Mortgage or future Underlying Lease until such time as Tenant has cured any such default, and, during the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates pendency of such default, this Lease shall be subject and its other interests, if anysubordinate to such Underlying Lease or Mortgage notwithstanding that a Non-Disturbance Agreement has not been delivered to Tenant. 25.5.2 If, in any instance, Landlord shall have delivered to Tenant a form of Non-Disturbance Agreement for execution by Tenant, which form complies with the Project provisions hereof (whether or not such form of Non-Disturbance Agreement shall have theretofore been executed by the applicable Underlying Lessor or Mortgagee) and Tenant shall fail or refuse to any lien upon Landlord’s interests in all execute and deliver same within ten (10) Business Days after such delivery, then Landlord shall have no further obligation pursuant to this Section 25.5 with respect to such Underlying Lease or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees thatMortgage, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations being deemed satisfied, and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to such Underlying Lease or Mortgage without any need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required. 25.5.3 If, in any instance, (i) Landlord shall deliver to Tenant a form of Non-Disturbance Agreement for execution by Tenant which has not theretofore been executed by the applicable Underlying Lessor or Mortgagee, as the case may be, and (ii) Tenant executes such form of Non-Disturbance Agreement and delivers the same to Landlord within the period(s) set forth in Section 25.5.2 above, then Landlord shall, within twenty (20) Business Days after Tenant’s execution thereof, cause the same to be executed by such Underlying Lessor or Mortgagee, as the case may be, and delivered to Tenant and, until such time as the Non-Disturbance Agreement is so delivered to Tenant, this Lease accruing shall be superior to such Underlying Lease or Mortgage, as the case may be. 25.5.4 If, with respect to any Mortgage or Underlying Lease executed after the date hereof, Landlord shall not deliver to Tenant a Non-Disturbance Agreement from the Mortgagee of Underlying Lessor thereunder as and if required by the foreclosureforegoing provisions of this Section 25.5, then this Lease shall be superior to such Underlying Lease or Mortgage (and (iii) be subject Landlord shall have no liability whatsoever to all uncured defaults of Landlord Tenant and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to in default under this Lease by reason of such not having delivered the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests Non-Disturbance Agreement with respect to such Underlying Lease or Mortgage). 25.5.5 If Tenant shall record any Non-Disturbance Agreement, then upon the Premises expiration or earlier termination of this Lease (or the expiration or termination of the applicable Mortgage or Underlying Lease, as the case may be), Tenant shall promptly execute, acknowledge and the Project shall not be impaired or disturbed deliver to Landlord all necessary instrument(s) prepared by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to any person who succeeds to Landlord, at Landlord’s interests through a foreclosure cost, in recordable form and otherwise in form reasonably satisfactory to Tenant, evidencing such expiration or termination of this Lease and sufficient to discharge of record such lien or transfer in lieu thereof.Non-Disturbance Agreement

Non-Disturbance Agreement. If either at the time of execution of ------------------------- this Lease or the recording of a short form memorandum of this Lease pursuant to Section 33 hereof, there is then a Mortgage existing as a lien against title to the Property (hereinafter referred to as an "Existing Mortgage"), Landlord agrees shall cause the Mortgagee under the Existing Mortgage to provide execute and deliver to Tenant with a commercially reasonable subordination, nondisturbance and attornment agreement within thirty (the “Nondisturbance Agreement”30) in favor of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of days after the date of execution of this Lease, a Non- Disturbance Agreement in form and content reasonably acceptable to both Tenant and the Mortgagee under the Existing Mortgage, pursuant to which the Mortgagee shall agree that in the event of foreclosure of the Existing Mortgage, such Mortgagee (or any purchaser at any foreclosure sale) shall agree that so long as there is not then an uncured Event of Default on the part of Tenant under this Lease, as the same may be amended in the future, this Lease shall remain in full force and effect and such beneficiary (or any purchaser at any foreclosure sale) shall recognize the tenancy of Tenant on the terms and conditions contained in this Lease, including, without limitation, Tenant's right of first offer in Section 38 hereof, and shall further expressly acknowledge that absent an Event of Default by Tenant under this Lease or termination of this Lease, any insurance proceeds associated, with any damage or destruction. of the Property shall be made available for Restoration of the Property in accordance with the provisions of Section 20 of this Lease ("Non-Disturbance Agreement"). The recordation of such Non-Disturbance Agreement in the Office of the Recorder of Maricopa County, Arizona, shall be a condition precedent to Tenant's obligations under this Lease. In addition, Landlord agrees to provide Tenant with a Nondisturbance Agreement from any ground lessorsthis Lease, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender as it may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, amended in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees thatfuture, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn subordinate to any person who succeeds to Landlord’s interests through future Mortgage unless the Mortgagee under such future Mortgage shall execute a foreclosure of such lien or transfer in lieu thereofNon-Disturbance Agreement.

Non-Disturbance Agreement. Landlord agrees If District terminates this Lease by reason of an Event of Default, District shall recognize the right to provide Tenant with possession granted to (i) any subtenant under a commercially reasonable Sublease or (ii) any other subtenant granted such rights under a subordination, nondisturbance non- disturbance and attornment agreement (the “Nondisturbance Non-Disturbance Agreement”) in favor entered into between District and such subtenant with respect to any such Sublease. At the request of Tenant from any ground lessorsTenant, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of the date of this Lease. In addition, Landlord agrees to provide Tenant District shall enter into a Non-Disturbance Agreement with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interestssubtenant , if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease Tenant provides District a correct and the Tenant hereunder, complete copy of such Sublease and (ii) assume the rent (including additional rent), rent escalations and perform all landlord services under such Sublease are comparable to the rent (including additional rent), escalations and landlord services in commercial lease of Landlord’s obligations set forth similar term, use and location in this Lease accruing after the date of the foreclosureWashington, D.C. The Non-Disturbance Agreement shall (A) reflect prevailing customs and practice in non-disturbance agreements provided by ground lessors under long-term unsubordinated ground leases in Washington, D.C., (B) contain terms reasonably acceptable to District and (iiiC) in all events include the following terms: (1) District shall not be subject obligated to all uncured defaults construct or pay for any improvements required under any Sublease, or pay any allowances, concessions, lease takeover costs, or other amounts that may be provided for in any Sublease; provided that a Sublease may permit the subtenant to perform and/or pay for the same and offset the amount of Landlord and all defenses whenever accruing and all rights and remedies such payments against rent due under the Sublease; (2) District shall not be bound by any payment of Tenant, except that Future Lender rent under any Sublease for more than one (1) month prior to its due date; (3) District shall not be liable for damages for any defaults occurring breach, act or omission of any prior landlord under any Sublease, or subject to any offsets or defenses which the date subtenant may have against any prior landlord under its Sublease, subject to other terms of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project this Lease; (4) District shall not be impaired or disturbed responsible for the return of any security deposit furnished to Tenant that has not been received by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees District; and (5) District shall not be obligated to attorn recognize the right to possession granted to any person who succeeds to Landlord’s interests through a foreclosure subtenant under any Sublease if such subtenant is in default under such Sublease beyond the expiration of such lien or transfer in lieu thereofany cure period provided for therein.

Non-Disturbance Agreement. Tenant's agreement to subordinate to any Superior Interest contained in this Article is subject to the granting of a non-disturbance agreement to Tenant providing that so long as this Lease is in full force and effect (a) Tenant's possession of the Premises and all its other rights under the Lease shall not be disturbed as a result of any termination of the Superior Lease or the foreclosure of the Superior Mortgage, (b) Tenant shall not be joined (except if required by law) as a party defendant in any action to terminate the Superior Lease or foreclose the Superior Mortgage, and (c) this Lease shall continue as a direct lease between Successor Landlord agrees and Tenant, upon all of the terms of this Lease, except such as are not then applicable or pertinent to provide the remainder of the Term of this Lease; provided that the Successor Landlord shall not be (i) liable for any act or omission or negligence of any prior Landlord; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant with against any prior Landlord; (iii) bound by the advance payment of any Fixed Rent or Additional Rent for more than one (1) month or other appropriate period, as the case may be, which Tenant might have paid to a commercially reasonable subordinationprior Landlord; (iv) bound by any waiver or forbearance on the part of any prior Landlord which is materially adverse to the interest of Landlord under this Lease, nondisturbance and attornment agreement (or by any previous modification or amendment of this Lease unless such waiver, forbearance, modification or amendment shall have been approved in writing by the “Nondisturbance Agreement”Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease, provided that this Section 18.5(c)(iv) shall not be enforceable in favor of a Superior Interest of which Tenant from any ground lessors, mortgage holders has not received notice; (v) obligated to repair the Premises or lien holders (collectively, the “Current Lender”) of Landlord in existence as of the date of this Lease. In addition, Landlord agrees to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all Building or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shallpart thereof, in the event of a foreclosure total or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults substantially total damage occurring prior to the date Successor Landlord assuming ownership, beyond such repair as may be reasonably accomplished from the net proceeds of the foreclosure or deed in lieu except insurance actually made available to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect Successor Landlord or which should have been available if Landlord had maintained the insurance which it was obligated to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted maintain under this Lease; or (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation occurring prior to the Successor Landlord assuming ownership, beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord as damages for the part of the Premises or the Building not taken and which condemnation occurred prior to the Successor Landlord assuming ownership. Tenant agrees to attorn The provisions of Section 18.1 and this Section 18.5 shall not apply to any person who succeeds to Landlord’s interests through a foreclosure Superior Mortgage, the Superior Mortgagee of which shall have elected that this Lease shall have priority over such lien or transfer in lieu thereofSuperior Mortgage.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with obtain from any future Mortgagee for the Building, a commercially reasonable subordination, nondisturbance non-disturbance and attornment agreement using such Mortgagee's standard form (such agreement, an "SNDA"), providing, INTER ALIA, (i) for the “Nondisturbance Agreement”subordination of this Lease to such Mortgage, (ii) in favor for the attornment of Tenant from any ground lessorsto Landlord's successor in title, mortgage holders or lien holders (collectively, the “Current Lender”iii) of Landlord in existence as of the date of this Lease. In addition, Landlord agrees to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordinationas long as Tenant is not in Default hereunder beyond any applicable notice and cure period, Future Lender shall, Tenant's right of possession and other leasehold rights shall not be disturbed in the event of a foreclosure of such Mortgage or deed a sale in lieulieu of foreclosure, and (iiv) that if Landlord defaults in its construction obligations pursuant to EXHIBIT B of this Lease, and provided the mortgagee has been given written notice of such default and an opportunity to cure same as otherwise provided herein and has failed or declined to do so, such mortgagee shall recognize the remedies provided to Tenant pursuant to EXHIBIT B in respect of such default. Landlord will cooperate with Tenant to negotiate with a future Mortgagee the terms and provisions of any future SNDA, but gives no assurances that it will be able to secure a future lender's agreement to deviate from its then standard form of SNDA in any respect, and Landlord's obligation to deliver a future SNDA as a condition to Tenant's subordination of this Lease lease to a future Mortgage shall be strictly limited to causing such Mortgagee to deliver an SNDA on such future Mortgagee's standard form. Upon delivery of an SNDA to Tenant providing for the foregoing, and containing such other provisions as such Mortgagee may require under its standard form, Tenant agrees to promptly execute and deliver such SNDA to Landlord (and prior to its execution by the Tenant hereunderMortgagee). In addition, Landlord shall obtain an SNDA from Landlord's present mortgagee in the form of EXHIBIT E attached hereto within thirty (ii30) assume and perform all of Landlord’s obligations set forth in this Lease accruing days after the date of the foreclosure, and execution of this Lease (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender provided Tenant shall not be liable for any defaults occurring execute such SNDA prior to the date of the foreclosure or deed in lieu except to the extent execution by such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereofmortgagee).

Non-Disturbance Agreement. Landlord agrees to provide Tenant with (a) Attached hereto as Exhibit G ------------------------- --------- is a commercially reasonable subordinationNon-Disturbance Agreement from Citizens Bank of Maryland, nondisturbance and attornment agreement (Landlord's present lender, providing that if by dispossession, foreclosure, or otherwise, lender, or any successor in interest, comes into possession of the “Nondisturbance Agreement”) in favor Building, becomes the owner of Tenant from any ground lessorsthe Building, mortgage holders or lien holders (collectively, takes over the “Current Lender”) rights of Landlord in existence the Demised Premises, it will not disturb the possession, use, or enjoyment of the Demised Premises by Tenant, its successors or assigns, or disaffirm this Lease or Tenant's rights or estate hereunder and that it will perform all of Landlord's obligations under this Lease, so long as all Tenant's obligations are fully performed in accordance with the terms of this Lease. Landlord covenants that it shall provide from all future lenders a Non-Disturbance Agreement, which shall be acceptable to Tenant in its reasonable business judgment. Landlord represents and warrants to Tenant that except for the mortgage or deed of trust referenced in the first sentence of this Paragraph 10.2(a), no deeds of trust or mortgages encumber the Building or any part hereof as of the date of this Lease. In addition, Landlord agrees to provide Tenant with . (b) Attached hereto as Exhibit "J" is a Nondisturbance Non-Disturbance Agreement from any ground lessors, mortgage holders or lien holders (collectivelyCarrollton Properties Limited Partnership, the “Future Lender”) present ground lessor under the ground lease entered into by Landlord with respect to the Land and Building, providing that if by dispossession, foreclosure, or otherwise, ground lessor, or any successor in interest, comes into possession of the Building, becomes the owner of the Building, or takes over the rights of Landlord who later come into existence at any time prior to in the expiration Demised Premises, it will not disturb the possession, use, or enjoyment of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates Demised Presises by Tenant, its successors or assigns, or disaffirm this Lease or Tenant's rights or estate hereunder and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and that it will perform all of Landlord’s 's obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease, so long as all Tenant's obligations are fully performed in accordance with the terms of this Lease. Landlord covenants that it shall provide from all future ground lessors a Non-Disturbance Agreement, which shall be acceptable to Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereofits reasonable business judgment.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with a commercially reasonable subordination, nondisturbance and attornment agreement (the “Nondisturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as As of the date Extension Commencement Date, Paragraph 29 of the Lease shall be deleted in its entirety and replaced with the following: Lessee agrees that this LeaseLease shall be subject and subordinate to any mortgage, deed of trust or other instrument of security which has been or shall be placed on the land and building or land or building of which the Premises form a part, and this subordination is hereby made effective without any further act of Lessee. In additionThe Lessee shall, Landlord agrees to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior hereinafter, on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any deed of trust for the purpose of subjecting and subordinating this Lease to the expiration lien of any such mortgage, deed of trust or other instrument of security, and the failure of the Lease TermLessee to execute any such instruments, releases or documents, shall constitute a default hereunder. Current Lender Notwithstanding Lessee’s obligations, and Future Lender the subordination of the Lease, under this paragraph 29, no mortgagee, trustee or beneficiary under any deed of trust or other instrument of security which may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to placed on the Premises (“Lien Holder”) shall have the right to terminate the Lease or disturb Lessee’s occupancy thereunder so long as no Event of Default has occurred and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted is continuing under this Lease. Tenant agrees to attorn to any person who succeeds to LandlordAny such Lien Holder shall provide Lessee a commercially reasonable non-disturbance agreement (Non-Disturbance Agreement). If requested by Lessor, Lessee shall promptly provide Lessor with the most recent annual financial statements of Lessee or, if financial statements of Lessee are not available, then financial statements of Lessee’s interests through a foreclosure of such lien parent corporation or transfer in lieu thereofother parent entity.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with a commercially reasonable subordinationshall, nondisturbance and attornment agreement within twenty (the “Nondisturbance Agreement”20) in favor of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as of days after the date of this Lease, obtain from Xxxx Xxxxxx Insurance Company and each other holder of a Mortgage in existence at the time of execution of this Lease a duly executed non-disturbance agreement in the form of Exhibit "G". In additionWith respect to any Mortgages which are not in existence at the time of execution of this Lease, Landlord agrees shall obtain a non-disturbance agreement in the form of Exhibit "G" duly executed in recordable form by any holders of any future Mortgage as a condition to provide Tenant with this Lease being subordinate and junior to such future Mortgage and as a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior condition to the expiration recordation of any such future Mortgage. SECTION 14 SURRENDER OF PREMISES, HOLDING OVER 14.1 SURRENDER OF PREMISES: By the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates Expiration Date, Option Expiration Date or earlier termination of this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieuLease, (i) recognize this Lease Tenant shall surrender to Landlord the Premises, including without limitation all Alterations, in Good Condition, reasonable wear and tear excepted (except for destruction to the Premises covered by Section 9) except for Alterations that Tenant hereunder, is obligated to remove under Section 7.9; (ii) assume Tenant shall remove all its Personal Property and perform all repairs and restoration required by the removal of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, any Alterations or Personal Property at its sole cost; and (iii) be subject Tenant shall surrender to Landlord all uncured defaults of Landlord keys to the Premises (including without limitation any keys to exterior or interior office doors) and all defenses whenever accruing permits, validations, keycards, passes, and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests similar items with respect to the Premises and parking lot. Landlord may elect to retain or dispose of in any manner any Alterations or Personal Property that Tenant does not remove from the Project Premises on the Expiration Date, Option Expiration Date or earlier termination of this Lease as required by this Lease by giving written notice to Tenant. Title to any such Alterations or Personal Property that Landlord elects to retain or dispose of shall not be impaired vest in Landlord. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disturbed by foreclosure disposition of any such Alterations or other enforcement Personal Property after the Expiration Date or earlier termination of such lien except as expressly permitted under this Lease. Tenant agrees shall be liable to attorn Landlord for Landlord's costs for storing, removing or disposing of any such Alterations or Personal Property. If Tenant fails to surrender the Premises to Landlord on the Expiration Date or earlier termination of this Lease, Tenant shall indemnify and defend Landlord against all liability, loss and claims resulting from such failure including without limitation any person who succeeds to Landlord’s interests through a foreclosure of such lien claim for damages made by any other tenant or transfer in lieu thereofsubtenant.

Non-Disturbance Agreement. Landlord agrees to provide Tenant with that it shall obtain a commercially reasonable subordination, nondisturbance non- disturbance and attornment agreement (the “Nondisturbance a "Non-Disturbance Agreement”") in favor of Tenant from any ground lessors, mortgage holders or lien holders (collectively, the “Current Lender”) of Landlord in existence as present mortgagee of the date Building in the form annexed hereto as Exhibit 5 and made a part hereof within thirty (30) days following Tenant's execution and delivery of this Leasethe same. In addition, provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder beyond applicable notice and grace periods, this Lease shall not be subordinate to any future Mortgage or lease intended to be a Superior Lease unless and until Landlord agrees shall secure from the holder of any future Mortgage and the lessor of any future Superior Lease intended to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders or lien holders (collectively, the “Future Lender”) of Landlord who later come into existence at any time prior be superior to the expiration interest of the Lease Term. Current Lender and Future Lender may be collectively referred to herein as “Lender.” Tenant subordinates this Lease and its other interests, if any, in the Project to any lien upon Landlord’s interests in all or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at hereunder a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure or deed in lieu, Non-Disturbance Agreement either (i) recognize this Lease and substantially in the Tenant form annexed hereto as Exhibit 5 (with such changes thereto as may be reasonably required by the future lender or lessor in accordance with customary lending or real estate practices, provided such changes do not materially reduce any of Tenant's rights or materially increase any of Tenant's obligations hereunder) or, (ii) assume if a substantially different form, then in a form which is reasonably acceptable to Tenant. Tenant covenants and perform all agrees to execute and deliver any such Non-Disturbance Agreement from any future lender or lessor within ten (10) business days following Tenant's receipt of Landlord’s obligations set forth in the same, failing which this Lease accruing after the date of the foreclosure, and (iii) shall be subject deemed subordinate to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior such future Mortgage or future Superior Lease pursuant to the date terms of the foreclosure or deed in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement subsection A of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu thereofArticle 7.

Non-Disturbance Agreement. Landlord hereby agrees to provide that, if Landlord has reasonably approved in writing a sublease or Operating Contract of a subtenant or vendor upon Xxxxxx’s request therefor as provided in this Article 15, then, if also requested by Tenant with in connection therewith, Landlord shall enter into a commercially reasonable subordination, nondisturbance separate non- disturbance and attornment agreement (with such subtenant or vendor upon customary terms and conditions and reasonably acceptable to Landlord that provides, in substance, that upon the “Nondisturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders expiration or lien holders (collectively, the “Current Lender”) of Landlord in existence as of the date early termination of this Lease. In addition, (a) so long as such subtenant or vendor is not in default under its sublease or Operating Contract, Landlord agrees shall recognize the subtenant or vendor under such sublease or Operating Contract (or cause a replacement tenant of the Premises, or applicable portion thereof, to provide Tenant with a Nondisturbance Agreement from any ground lessors, mortgage holders recognize such subtenant or lien holders (collectively, vendor) as the “Future Lender”) direct tenant/vendor of Landlord who later come into existence at any time prior (or such replacement tenant) under all terms and conditions contained in such sublease or Operating Contract and for a term equal to the expiration then unexpired term of such sublease or Operating Contract and (b) such subtenant or vendor shall attorn to Landlord (or its replacement tenant) as its landlord/vendee and shall be bound under all of the Lease Term. Current Lender terms, covenants and Future Lender may be collectively referred to herein as “Lender.” conditions of such sublease or Operating Contract for the balance of the term thereof; provided, however, that in no event shall Landlord (or such replacement tenant) be: (1) liable for the breach of any representations or warranties set forth such sublease or Operating Contract by Tenant subordinates this Lease and its other interestsor for any act, if any, in the Project to any lien upon Landlord’s interests in all omission or obligation of Tenant or any portion of the Project which secures obligations of Landlord to the Future Lender. Future Lender and any purchaser at a foreclosure agrees that, notwithstanding such subordination, Future Lender shall, in the event of a foreclosure other party occurring or deed in lieu, (i) recognize this Lease and the Tenant hereunder, (ii) assume and perform all of Landlord’s obligations set forth in this Lease accruing after the date of the foreclosure, and (iii) be subject to all uncured defaults of Landlord and all defenses whenever accruing and all rights and remedies of Tenant, except that Future Lender shall not be liable for any defaults occurring prior to the date of such attornment by such subtenant/vendor in favor of Landlord (or such replacement tenant); (2) liable for any obligation to construct any improvements in, or make any alterations to, the foreclosure Premises, or deed any portion thereof, or to reimburse any such subtenant or vendor by way of allowance or otherwise for any such improvements or alterations constructed or made, or to be constructed or made, by or on behalf of such subtenant/vendor in lieu except to the extent such defaults are continuing thereafter. Furthermore, Tenant’s rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement of such lien except as expressly permitted under this Lease. Tenant agrees to attorn to any person who succeeds to Landlord’s interests through a foreclosure of such lien or transfer in lieu portion thereof.;