Common use of Non-Disturbance Agreements Clause in Contracts

Non-Disturbance Agreements. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any Mortgage and any Superior Lease, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease), pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required.

Non-Disturbance Agreements. Landlord hereby agrees to use reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement (a "SNDA") from all existing Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee and/or Lessor. Landlord represents that, as of the date hereof, there are no existing Superior Leases and the only existing Mortgagee is Citicorp Real Estate, Inc. If Landlord fails to deliver to Tenant a SNDA from Citicorp Real Estate, Inc. within twenty days after the execution and delivery of this Lease by Landlord and Tenant, Tenant shall have the right for up to ten days after the expiration of such 20-day period to terminate this Lease by giving Landlord notice of termination, whereupon this Lease shall terminate as of the date such notice is given. In the event Tenant fails to exercise its right to terminate this Lease as aforesaid within the period specified, then this Lease shall continue in full force and effect and Tenant shall have no further right to terminate this Lease under this Section. As a condition to Tenant’s 's agreement hereunder to subordinate Tenant’s 's interest in this Lease to any future Mortgage and/or any Superior Lease made between Tenant and any such Mortgagee and/or Lessor, such Mortgagee under such Mortgage, or Lessor under such Superior Lease, Landlord as the case may be, shall obtain from each Mortgagee or Lessor an agreementbe obligated to deliver to Tenant a SNDA, in recordable form in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease), pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be requiredLessor.

Non-Disturbance Agreements. Landlord hereby agrees to use reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement (an “SNDA”) from Landlord’s presently existing Mortgagee holding a first lien deed of trust encumbering the Real Property, in the standard form customarily employed by such Mortgagee; provided that, Landlord shall have no liability to Tenant and the subordination of this Lease as provided in this Article 9 shall be unaffected if Landlord is unable to obtain any such SNDA. Tenant shall reimburse Landlord, within thirty (30) days after demand therefor, for Landlord’s out-of-pocket costs, including reasonable attorneys’ fees and disbursements, incurred in connection with such efforts. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any future Mortgage and and/or any Superior LeaseLease made between Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease)Lessor, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b9.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required.

Non-Disturbance Agreements. Landlord hereby agrees to use reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement (an "SNDA") from all existing Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee and/or Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within 30 days after demand therefor, for Landlord's out-of-pocket costs, including reasonable attorney's fees and disbursements, incurred in connection with such efforts. As a condition to Tenant’s 's agreement hereunder to subordinate Tenant’s 's interest in this Lease to any future Mortgage and and/or any Superior LeaseLease made between Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease)Lessor, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b9.1(b) hereof (any such agreement, a “"Non-Disturbance Agreement”"). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required.

Non-Disturbance Agreements. As Lender shall enter into, and, if required by applicable law to provide constructive notice or requested by a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest , record in this Lease to any Mortgage the county where the subject Individual Property is located, a subordination, attornment and any Superior Lease, Landlord shall obtain from each Mortgagee or Lessor an non-disturbance agreement, substantially in recordable form in and substance to the standard form customarily employed by such Mortgagee or Lessor attached hereto as Exhibit C (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease), pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender , with any Tenant that is a subtenant under any new or existing Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same Eligible Sublease, within ten (10) Business Days after written request therefor by Borrower; provided that the following conditions are satisfied: (a) no Event of Default shall have occurred and be continuing; (b) such tendernew or existing Non-Disturbance Eligible Sublease complies with the Base Sublease Conditions; (c) with respect to any new Non-Disturbance Eligible Sublease only, the “fixed” or “base” rent under such Non-Disturbance Eligible Sublease is at a substantially consistent or rising level throughout the term of such Sublease, other than for an initial “free rent” period complying with paragraph (d) below; (d) with respect to any new Non-Disturbance Eligible Sublease only, the rental rate, any “free rent” periods and other material terms of such new Non-Disturbance Eligible Sublease are market-rate, commercially reasonable and no less favorable to Master Lessee (as sublandlord) than those that would be available on an arm’s-length basis, as evidenced by a certificate from an Independent Leasing Broker; and (e) such request is accompanied by (i) an Officer’s Certificate stating that such new or existing Non-Disturbance Eligible Sublease complies with the foregoing conditions and is otherwise in compliance with this Section 8.8, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following payment of all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the expiration negotiation, preparation, execution and delivery of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and no further instrument of subordination shall be requireddisbursements.

Non-Disturbance Agreements. As Landlord hereby agrees to use reasonable efforts to obtain for Tenant, at no cost to Landlord, a condition to Tenant’s subordination, non-disturbance and attornment agreement hereunder to subordinate Tenant’s interest in this Lease to any Mortgage and any Superior Lease(an "SNDA") from all existing Mortgages, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required Mortgages, provided that Landlord shall have no liability to provide Tenant, and the subordination of this Lease to any Mortgage shall not be affected, in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within 30 days after demand therefor, for Landlord's out-of-pocket costs, including reasonable attorney's fees and disbursements, incurred in connection with the protections provided for such efforts. As a condition to Tenant's agreement hereunder to subordinate Tenant's interest in this Section 11.5 Lease to any future Mortgage and/or any Superior Lease made between Landlord and provided that nothing contained therein such Mortgagee and/or Lessor, Landlord shall be inconsistent obtain from each Mortgagee an agreement, in any material respect with recordable form and in the terms of this Lease)standard form customarily employed by such Mortgagee, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(bSECTION 9.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be requiredhereof.

Non-Disturbance Agreements. Landlord represents that there is no Superior Lease and the only existing Mortgagee is Xxxxxx Brothers Holdings Inc. ("Xxxxxx"). Landlord shall use reasonable efforts to obtain for Tenant, at no cost to Landlord, the SNDA referred to below. If Landlord shall fail to deliver to Tenant a subordination and non-disturbance agreement (the "SNDA") from Xxxxxx substantially in the form annexed hereto as Exhibit H within 60 days following execution and delivery of this Lease by both parties, Tenant shall have the right for 10 days after the expiration of such 60-day period to cancel this Lease by giving Landlord notice of such election, whereupon this Lease shall become null and void as of the date such notice is given, provided that if Landlord shall deliver the SNDA to Tenant within 10 days following receipt of notice of cancellation from Tenant, this Lease shall continue and Tenant shall have no right to cancel it. If no notice is given within such 10-day period (time being of the essence), then Tenant's right to cancel this Lease shall be deemed waived. As a condition to Tenant’s 's agreement hereunder to subordinate Tenant’s 's interest in this Lease to any future Mortgage or future Superior Lease made between Landlord and any Superior LeaseMortgagee or Lessor, as the case may be, Landlord shall obtain from each such future Mortgagee or Lessor an agreementand Lessor, in recordable form as the case may be, a subordination and non-disturbance agreement in the standard form customarily employed by such Mortgagee or Lessor (modified Lessor, as reasonably required to provide the case may be. Any agreement substantially in the form of a subordination and non-disturbance agreement previously executed by Tenant in connection with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease), pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease shall not be terminateddeemed satisfactory to Tenant. If Tenant shall fail or refuse, modifiedfor any reason, affected or disturbed by any action which such Mortgagee may take to foreclose any Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same to Landlord a subordination and non-disturbance agreement in proper form within ten (10) Business Days 10 days after such tender, and Tenant shall fail or refuse delivery thereof to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and Tenant's interest under this Lease and all rights of Tenant hereunder shall remain subject and be subordinate to the applicable future Mortgage or future Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be requiredin question.

Non-Disturbance Agreements. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this A. For any Approved Lease to any Mortgage and any Superior other lease approved by Landlord in writing (collectively, a "Qualifying Lease"), Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect the negotiation of said Lease Borrower uses commercially reasonable efforts not to agree to obtain the agreement of Lender to execute a non-disturbance agreement with the terms of this Leasetenant thereunder, Lender agrees to enter into an agreement with the tenant under any Qualifying Lease (providing said tenant shall have first executed said agreement), pursuant prepared on Lender's then current standard form of non-disturbance and attornment agreement from time to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, time in effect (the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b) hereof (any such agreement, a “"Standard Non-Disturbance Agreement”Form"), whereby Lender agrees that in the exercise of any foreclosure remedies Lender will not disturb such tenant in its possession of the demised premises, provided that the tenant thereunder is not then in default under its respective Lease. IfUpon request of Borrower, Lender will provide Borrower with a copy of its current Standard Non-Disturbance Form. Notwithstanding anything in the foregoing to the contrary, Lender shall not agree to be: (i) Landlord shall tender a Non-Disturbance Agreement to Tenant liable for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10a) Business Days after such tenderany act, and Tenant shall fail neglect, fault or refuse to execute and deliver same within said ten omission of any prior lessor (10including Borrower) Business Days, after such tender, or (b) any breach of any representation or warranty of any prior lessor (including Borrower) contained in the Lease; or 41 (ii) following subject to any offsets, defenses or rights of offset (whether arising under the expiration of Lease, at law, in equity or otherwise) which the tenant might have against any such ten prior lessor (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and including Borrower); or (iii) Tenant’s failure bound by any prepayment of rent for more than one (1) calendar month; or (iv) bound by any representation or refusal shall continue for a period warranty of five any prior lessor (5including Borrower) Business Days after Tenant’s receipt pursuant to the Lease; or (v) bound by any amendment or change in any term of the notice described Lease or by any waiver of any term of the Lease which was not approved in clause writing by Borrower; or (iivi) above, then Landlord liable for the return of any security deposit delivered to any prior lessor (including Borrower) unless such security deposit shall have no further obligation pursuant been separately delivered to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required.Lender; or

Non-Disturbance Agreements. Landlord hereby agrees to use reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement (an "SNDA") from its existing Mortgagee, in the form attached hereto as Exhibit G, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such SNDA. Tenant shall reimburse Landlord, within 30 days after demand therefor, for Landlord's out-of- pocket costs, including reasonable attorney's fees and disbursements, incurred in connection with such efforts. As a condition to Tenant’s 's agreement hereunder to subordinate Tenant’s 's interest in this Lease to any future Mortgage and and/or any Superior LeaseLease made between Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease)Lessor, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b9.1(b) hereof (any such agreement, a “"Non-Disturbance Agreement”"). If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required.

Non-Disturbance Agreements. Landlord shall, within forty-five (45) days following the execution and delivery of this Lease, deliver to Tenant a subordination, non-disturbance and attornment agreement (an “SNDA”) from all existing Mortgagees and Lessors, substantially in the form attached hereto as Exhibit H. Tenant shall have the right to terminate this Lease by written notice to Landlord in the event that Landlord fails to deliver any such SNDA(s) to Tenant within such forty-five (45) day period. Landlord shall, within forty-five (45) days following the execution and delivery of this Lease, establish an escrow account with a third party reasonably designated by Landlord, which escrow account shall be funded with Landlord’s Contribution, Landlord shall provide Tenant with perfected security interest in such account and such account shall be used in connection with the disbursement of Landlord’s Contribution to Tenant pursuant to the terms of Section 3 of the Work Letter attached hereto. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any future Mortgage and and/or any Superior LeaseLease made between Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each Mortgagee or Lessor an a commercially reasonable agreement, in recordable form in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease)form, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b9.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”). If (i) Landlord shall tender a , Such Non-Disturbance Agreement shall recognize the right of an assignee to remain as the tenant under this Lease, provided that such assignee shall not be entitled to any rights reserved for the Original Tenant for execution accompanied by or a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute and deliver same within said ten (10) Business Days, after such tender, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be requiredRelated Assignee.

Non-Disturbance Agreements. Concurrently with the execution and delivery of this Lease by Landlord and Tenant, Landlord has delivered to Tenant a subordination, non-disturbance and attornment agreement from all existing Mortgagees and Lessors in form acceptable to Tenant. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any future Mortgage and and/or any Superior LeaseLease made between Landlord and such Mortgagee and/or Lessor, Landlord shall obtain from each Mortgagee or Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Lessor (modified as reasonably required to provide Tenant with the protections provided for in this Section 11.5 and provided that nothing contained therein shall be inconsistent in any material respect with the terms of this Lease)Lessor, pursuant to which such Mortgagee or Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and all of the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage, or which such Lessor shall take to terminate such Superior Lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 11.1(b9.1(b) hereof (any such agreement, a “Non-Disturbance Agreement”)hereof. If (i) Landlord shall tender a Non-Disturbance Agreement to Tenant for execution accompanied by a notice referring to this Section 11.5 and stating that Tenant is required to execute and deliver same within ten (10) Business Days after such tender, and Tenant shall fail or refuse to execute reimburse Landlord, within 30 days after demand therefor, for Landlord’s out-of-pocket costs, including reasonable attorneys’ fees and deliver same within said ten (10) Business Daysdisbursements, after such tenderincurred in connection with obtaining any subordination, (ii) following the expiration of such ten (10) Business Day period, Landlord delivers to non-disturbance and attornment agreement for Tenant a notice setting forth such failure or refusal, and (iii) Tenant’s failure or refusal shall continue for a period of five (5) Business Days after Tenant’s receipt of the notice described in clause (ii) above, then Landlord shall have no further obligation pursuant to this Section 11.5 with respect to the Mortgagee or Superior Lessor which is the other party thereto, all of Landlord’s obligations being deemed satisfied and this Lease and all rights of Tenant hereunder shall remain subject and subordinate to the applicable Superior Lease or Mortgage without the need to deliver to Tenant a Non-Disturbance Agreement, and no further instrument of subordination shall be required9.6.