Common use of Nondisturbance Agreement Clause in Contracts

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. Landlord agrees that it will use reasonable efforts to obtain a nondisturbance agreement for the benefit of Tenant from the Holder(s) of any Superior Lease(s) or Superior Mortgage(s) now existing or hereafter created during the Term of this Lease. Such nondisturbance agreement shall provide, in effect, that so long as there exists no Event of Default, and provided Tenant attorns as herein specified, the following terms shall govern such attornment, subject to the terms of § 18.3 below: (a) Upon Tenant’s rights as set forth in the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, Lease shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid affected or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing.terminated; (b) Upon any subsequent financing or refinancing Tenant’s possession of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 Premises shall not be binding disturbed; (c) no action or enforceable with respect proceeding shall be commenced to remove or evict Tenant solely by virtue of such new Security Device unless Successor Landlord’s succession to the rights of Landlord under the Lease; (d) this Lease shall at all times continue in full force and until effect notwithstanding the foreclosure of the Superior Mortgage prior to the expiration or termination of this Lease; (e) Tenant shall pay Rent to said Holder or Lessor from the date of said attornment; and (f) such SNDA is obtained for Holder or Lessor shall not be responsible to Tenant under this Lease, except as to obligations accruing subsequent to the protection date of Sublandlord and Subtenantsuch attornment. The inability of Landlord to obtain such a nondisturbance agreement as referred to in the preceding sentence shall not be deemed a default on Landlord’s part of its obligations under the Lease or affect the validity thereof or create any claim in favor of Tenant against Landlord by reason thereof.

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-non- disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty forty-five (3045) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. So long as Tenant is not then in monetary or material non-monetary Default hereunder, at the request of Tenant, Landlord shall enter into a nondisturbance, subordination and attornment agreement substantially in the form of Exhibit K attached hereto (aa “Nondisturbance Agreement”) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to with each proposed Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination proposed Sublease with Tenant of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project)Demised Premises which meets the conditions set forth in each of clauses (i) through (vii) below: (i) [INTENTIONALLY OMITTED]; (ii) the space demised by such Sublease is one-half of one full floor of Office Space or more (provided, Sublandlord shall use diligent efforts to obtain an SNDA however, that, with respect to a proposed sublease of less than a full floor of Office Space, Landlord’s obligation to enter into a Nondisturbance Agreement pursuant to this Section 13.2(b) shall apply only if Tenant shall supply to Landlord, together with Tenant’s Sublet Notice, evidence reasonably satisfactory to Landlord, that the space to be leased shall be regular in shape, reasonably accessible in a customary manner, rented at not less than fair market value and otherwise on terms that are commercially reasonable and customary in respect of similarly situated tenants of space of the size and quality to be demised under the proposed Sublease), and (2) the proposed Subtenant is of sufficient financial condition to perform the obligations under the proposed Sublease, taking into account any security deposit posted by the proposed Subtenant, and Landlord shall have been furnished with evidence reasonably satisfactory to Landlord of such new Security Devicefinancial condition. For the purposes of this clause (ii), substantially evidence of “fair market value” and “commercially reasonable and customary” terms may be provided by the opinion of two (2) or more disinterested real estate professionals, each having at least ten (10) years of experience in accordance valuing or leasing commercial real estate in midtown Manhattan). (iii) The proposed Subtenant is not a Related Entity of Tenant (except as permitted in clause (ii)(A) of this Section 13.2(b)). (iv) The proposed Subtenant (and the Principals thereof if such proposed Subtenant is not publicly held) is not a Prohibited Person. (v) The proposed Sublease shall provide for no decrease in the amount of rent payable thereunder over the term of such Sublease except for customary abatements and offsets of rent. (vi) None of (A) the demise of the Demised Space (including any expansion space) under such Sublease, nor (B) the exclusive or prohibited use provisions thereof, conflict with [1] the demise under or [2] the exclusive or prohibited use provisions of, any other Sublease, and Tenant shall deliver to Landlord a certification to such effect signed by a Qualified Certifying Party of Section 29.4(aTenant. (vii) The proposed Sublease contains terms that are commercially reasonable and customary in respect of similarly situated tenants of space of the size and quality to be demised under the proposed Sublease, and the rent and other amounts owed thereunder constitute not less than fair rental value for the space to be demised thereunder (for the purposes of this clause (vii), evidence of “commercially reasonable and customary” terms and “fair market value” may be provided by the opinion of two (2) or more disinterested real estate professionals, each having at least ten (10) years of experience in valuing or leasing commercial real estate in midtown Manhattan). The subordination provisions For any Sublease by Tenant for which Tenant requests that Landlord enter into a Nondisturbance Agreement, Tenant shall give written notice thereof to Landlord (“Tenant’s Sublet Notice”) accompanied by a copy of Section 29.1 the Sublease as fully executed or in executable form and such information as Landlord may require to determine whether the proposed Subtenant is a Prohibited Person. Tenant’s Sublet Notice shall not contain the following information: the name of the proposed Subtenant, the portion of the Demised Premises to be binding or enforceable sublet, the proposed term of the Sublease (including the effective date thereof), the proposed Sublease rental and such financial and other background information with respect to such new Security Device unless the proposed Subtenant as is reasonably sufficient to allow Landlord to assess the financial condition, relevant experience, and until such SNDA is obtained for all other material economic terms of the protection of Sublandlord and Subtenant.proposed Sublease (but only to the extent the same are conditions under this Section 13.2(b) to Landlord’s obligation to enter into a Nondisturbance

Nondisturbance Agreement. In the event this Lease or rights hereunder of Tenant’s, or any subtenant’s or assignee’s, are to be subordinate to an Existing Lien (aas hereinafter defined), Landlord shall obtain for the benefit of Tenant or such subtenant or assignee (and without cost to Tenant) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an a nondisturbance agreement ("SNDA") reasonably satisfactory to Subtenant in recordable Tenant’s or its subtenant’s or assignee’s form, whereby any existing lenders which may be recorded at Tenant’s cost. Tenant shall agree that notwithstanding any foreclosure under have a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under continuing right to terminate this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, Lease until an acceptable non-disturbance and attornment agreementsagreement shall have been delivered to Tenant. Notwithstanding Further, at anytime during the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date term of this SubleaseLease, then either party may terminate this Sublease upon written notice Tenant shall have the right to the other partyrequest, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party Landlord shall have the obligation to obtain (and without cost to Tenant), a nondisturbance agreement in Tenant’s or its subtenant’s or assignee’s form, which may be recorded at Tenant’s cost. For purposes of this Subparagraph, an Existing Lien shall be defined as either a (i) lien of any liability to deed of trust, mortgage or any other security instrument or lien encumbering the Leased Premises or the Center, or (ii) ground lease or other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or lease for any portion of the ProjectCenter, provided the foregoing is in existence as of the Effective Date. Such nondisturbance agreement shall provide that if a foreclosure or other proceeding is brought to enforce an Existing Lien, then the holder thereof or the purchaser at a sale pursuant to such foreclosure shall recognize this Lease and all the rights of any tenant hereunder shall continue in full force and effect. In the event that Landlord desires that this Lease or the rights hereunder of Tenant’s, or any subtenant’s or assignee’s, be subordinate to a Future Lien (as hereinafter defined), Sublandlord Tenant shall use diligent efforts be under no obligation to obtain an SNDA with respect execute a non-disturbance agreement. However, if Tenant so agrees, then, upon sixty (60) days written request from Landlord, Tenant will execute such agreement on Tenant’s form and Landlord shall pay to Tenant the reasonable costs and expenses incurred by Tenant in reviewing, executing and delivering such new Security Devicenon-disturbance agreement. For purposes of this Paragraph, substantially a Future Lien shall be defined as either a (i) lien of any deed of trust, mortgage or any other security instrument or lien encumbering the Leased Florence, AL Premises or the Center, or (ii) ground lease or other lease for any portion of the Center, provided the foregoing is in accordance with existence after the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and SubtenantEffective Date.

Nondisturbance Agreement. (aA) Upon Subject to Landlord’s obligation to provide a “Non-disturbance Agreement” (hereinafter defined) in accordance with the execution terms hereof, the rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all future mortgages and building loan agreements, which may now or hereafter affect the land and/or the building(s) under this Lease (“superior mortgages”) and to each and every advance made or hereafter to be made under the superior mortgages and to all renewals, modifications, replacements and extensions of the superior mortgages and spreaders, consolidations and correlations of the superior mortgages. Provided that in the event of a financing or refinancing of the Property, the mortgagee shall execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its mortgage, such mortgagee 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 such mortgagee 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 a mortgagee being hereinafter referred to as a “Nondisturbance Agreement”) and this Lease shall be subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of subordination shall be required from Tenant to make the interest of any mortgagee superior to the interest of Tenant hereunder. Tenant, however, at Tenant’s sole cost and expense, shall execute and deliver promptly the Nondisturbance Agreement or any other agreement that Landlord may reasonably request in confirmation of such subordination. (B) If required by the mortgagee, within seven (7) days after notice thereof, Tenant shall join in any Nondisturbance Agreement to indicate its concurrence with the provisions thereof and its agreement set forth in this Paragraph 74 to attorn to such mortgagee, as Tenant’s landlord hereunder. Tenant shall promptly so accept, execute and deliver any Nondisturbance Agreement proposed by any such mortgagee which conforms to the provisions of this SubleaseParagraph 74. Any such Nondisturbance Agreement may also contain other terms and conditions as may otherwise be require by such mortgage, Sublandlord which do not increase Tenant’s monetary obligations under this Lease, or adversely affect or diminish the rights, or increase the other obligations of Tenant under this Lease. (C) If at any time prior to the expiration of the term, any mortgagee comes into possession of the Property, Tenant agrees, at the election and upon demand of any owner of the Property, or of any mortgagee in possession of the Property, to attorn, from time to time, to any such owner or mortgagee or as a result of a foreclosure of the mortgage or the granting of a deed in lieu of foreclosure, upon the then executory terms and conditions of this Lease, subject to the provisions of this Paragraph 74, for the remainder of the term, provided that such owner or mortgagee, as the case may be, shall use diligent efforts then be entitled to obtain an agreement ("SNDA") reasonably satisfactory possession of the Premises. Tenant upon demand of any such owner or mortgagee, shall execute, at Tenant’s expense, from time to Subtenant time, instruments, in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination in confirmation of the Master Leaseforegoing provisions of this Paragraph 74, Subtenantsatisfactory to any such owner or mortgagee, upon paying the rents acknowledging such attornment and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to setting forth the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions its tenancy. Nothing contained in this Paragraph 74 shall be construed to impair any right otherwise exercisable by any such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid owner or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruingmortgagee. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. Notwithstanding anything to the contrary set ------------------------ forth in Sections 20(a) and (ab) Upon the execution of this SubleaseLease, Sublandlord this Lease and Tenant's interest hereunder shall use diligent efforts only be subject and subordinate to obtain a Mortgage or a ground or underlying lease made by Landlord after the date hereof if (i) such Mortgagee executes and delivers to Tenant an agreement ("SNDA") reasonably satisfactory both in form and in substance to Subtenant such Mortgagee, Landlord and Tenant, providing that if there shall be a foreclosure of its Mortgage, then provided no Event of Default shall have occurred and be continuing hereunder, such Mortgagee will not join Tenant as a party defendant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent action or previous termination proceeding that may be instituted or taken by such Mortgagee (unless required by law to make such proceeding effective), evict Tenant, disturb Tenant's possession of the Master LeaseLeased Premises, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant or terminate or disturb Tenant's Leasehold estate or rights under this SubleaseLease or (ii) any such lessor under any such ground or underlying lease executes and delivers to Tenant an agreement reasonably satisfactory both in form and in substance to such lessor, Landlord and Tenant, providing that if the ground or underlying lease shall terminate, then provided no Event of Default shall have occurred and be continuing hereunder, such Lessor will recognize Tenant as the direct tenant of such Lessor on the same terms and conditions as are contained in this Lease and Tenant's rights under this Lease shall not be disturbed affected in its occupation any way by reason of the Sublease Premisestermination of such ground or underlying lease (any such agreement being a "Nondisturbance Agreement"). Any such Nondisturbance Agreement may be made on the condition that neither the Mortgagee nor the lessor under any such ground or underlying lease, and as the case may be, nor any parties claiming by, through or under such Lenders Mortgagee or lessor, as the case may be, including a purchaser at a foreclosure sale, shall continue be (A) liable for any act or omission of any prior landlord, (B) subject to recognize Subtenant's tenancy pursuant any defenses or offsets which shall have theretofor accrued to Tenant against any prior landlord, (C) bound by any prepayment of rent which Tenant may have paid to any prior Landlord other than for the then- current month (except to the terms extent such Prepayment was actually received by such Mortgagee or lessor), (D) bound by any obligation to perform any alterations or to reimburse Tenant for any alterations performed by Tenant, excluding Landlord's Work and conditions of this SubleaseLandlord's Contribution, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty herein, or (30E) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the bound by any previous modification or other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA agreement with respect to this Lease, unless such new Security Device, substantially modification shall have been expressly approved in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding writing by such Mortgagee or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenantlessor.

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty forty-five (3045) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. In the event of any foreclosure of this Deed of Trust or a transfer in lieu of foreclosure, Beneficiary or other transferee shall recognize and not disturb the possession, tenancy, leasehold estate and rights of all tenants and occupants of the Property or any portion thereof, and shall honor and abide by all of the terms, covenants and conditions of each lease for the remaining balance of the term or extension thereof with the same force and effect as if Beneficiary or such other transferee were the original lessor under the lease; provided, however, that the tenant is not in default under its lease and Beneficiary or such other transferee shall not be (a) Upon liable for any damage, loss or expense arising from any act or omission of any prior lessor (including Trustor) under any lease, (b) subject to any offsets, abatements, rent reductions or defenses which the tenant may be entitled to assert against any prior lessor (including Trustor) under any lease, or (c) liable or responsible for or with respect to the retention, application and/or return to the tenant of any security deposit paid to any prior lessor (including Trustor) under any lease, whether or not still held by any prior lessor (including Trustor), unless and until Beneficiary or such other transferee has actually received for its own account as lessor under the lease the full amount of such security deposit or a credit therefor. Each tenant and occupant of the Property shall, upon any foreclosure of this Deed of Trust or transfer in lieu of foreclosure, be bound to Beneficiary or such other transferee under all of the terms, covenants and conditions of the tenant’s lease for the remaining balance of the term thereof or extension thereof, with the same force and effect as if Beneficiary or such other transferee were the original lessor under such lease, and the tenant shall attorn to Beneficiary or such other transferee as its lessor, such attornment to be effective and self-operative without the execution of this Subleaseany further instruments by either party, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree immediately upon the tenant’s receipt of written notice from Beneficiary or such other transferee or from Trustor that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant title to the terms and conditions of this Sublease, subject to and Property has vested in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in Beneficiary or such subordination, non-disturbance and attornment agreementsother transferee. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed Rent paid by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice a tenant or occupant to the other party, and in transferee after receipt of such event, Sublandlord notice shall promptly return be considered to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled be rental payment under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruinglease. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. Upon the written request of Xxxxxx, Landlord will enter into a Nondisturbance Agreement with any Subtenant that is not an Affiliate of Tenant. The Nondisturbance Agreement shall include such reasonable provisions as requested by the Subtenant, subject to the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), but in any event shall (i) reaffirm Landlord’s ownership of the Rangers Complex, (ii) confirm (if true) that this Lease is in full force and effect without default by Tenant (or, if a default exists, specifying the default and the remedy required by Landlord), and (iii) provide, in substance, that, so long as the Subtenant complies with all of the terms of its sublease, Landlord, in the exercise of any of its rights or remedies under this Lease, shall not deprive the Subtenant of possession, or the right of possession, of the subleased property during the term of the sublease, or join the Subtenant as a party in any action or proceeding to enforce or terminate this Lease or obtain possession of the property leased in the sublease for any reason other than a breach by the Subtenant of the terms of the sublease which would entitle Landlord to dispossess the Subtenant thereunder, provided that (a) Upon such Nondisturbance Agreement shall not cover any period beyond the Term, and (b) simultaneously with the execution of this Subleasethe Nondisturbance Agreement, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable formthe Subtenant, whereby any existing lenders at the request of Landlord, shall agree that notwithstanding in writing that, in the event of any foreclosure under a Security Device and subsequent or previous termination of this Lease prior to the Master Leaseexpiration of its Term, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premisesdeemed attorned to Landlord, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord a tenant of Landlord under its sublease or other agreement, with all rental or other fees thereunder payable to Landlord from and Subtenant when fully executed by them, after the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If date of such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruingattornment. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. Upon the written request of Xxxxxx, Landlord will enter into a Nondisturbance Agreement with any Subtenant that is not an Affiliate of Tenant. The Nondisturbance Agreement shall include such reasonable provisions as requested by the Subtenant, subject to the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), but in any event shall (i) reaffirm Landlord’s ownership of the Rangers Complex, (ii) confirm (if true) that this Lease is in full force and effect without default by Tenant (or, if a default exists, specifying the default and the remedy required by Landlord), and (iii) provide, in substance, that, so long as the Subtenant complies with all of the terms of its sublease, Landlord, in the exercise of any of its rights or remedies under this Lease, shall not deprive the Subtenant of possession, or the right of possession, of the subleased property during the term of the sublease, or join the Subtenant as a party in any action or proceeding to enforce or terminate this Lease or obtain possession of the property leased in the sublease for any reason other than a breach by the Subtenant of the terms of the sublease which would entitle Landlord to dispossess the Subtenant thereunder, provided that (a) Upon such Nondisturbance Agreement shall not cover any period beyond the Term, and (b) simultaneously with the execution of this Subleasethe Nondisturbance Agreement, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable formthe Subtenant, whereby any existing lenders at the request of Landlord, shall agree that notwithstanding in writing that, in the event of any foreclosure under a Security Device and subsequent or previous termination of this Lease prior to the Master Leaseexpiration of its Term, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premisesdeemed attorned to Landlord, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord a tenant of Landlord under its sublease or other agreement, with all rental or other fees thereunder payable to Landlord from and Subtenant when fully executed by them, after the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If date of such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruingattornment. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.

Nondisturbance Agreement. (a) Upon 4.1 Landlord warrants that on the execution date of this SubleaseLease Landlord owns the Development free and clear of the interest of any ground lessor or mortgage holder, Sublandlord and as a result, Tenant shall use diligent efforts to obtain an not need a non-disturbance agreement (as defined below) to protect its leasehold interest against such interests. Tenant acknowledges that Landlord has provided Tenant with a copy of that certain Preliminary Title Report issued by Chicago Title Company, dated January 10, 1996, with respect to the Development, and that it has satisfied itself that, as of the date of this Lease, no monetary liens exist thereon for which Tenant would require a non-disturbance agreement from any holder thereof. 4.2 As a condition to Tenant's obligation to subordinate its interest under the Lease to the interest of any lien holder, Landlord shall first provide Tenant with commercially reasonable non-disturbance agreement(s) substantially in the form of Exhibit "SNDAH" attached to the Lease in favor of Tenant from any mortgage holder, ground lessor or other lien holder (each, "Superior Mortgagee") reasonably satisfactory of Landlord who later come(s) into existence at any time prior to Subtenant the expiration of the Term of the Lease, as it may be extended. Said non-disturbance agreements shall be in recordable formform and may be recorded at Tenant's election and expense. 4.3 Notwithstanding anything to the contrary set forth in this Lease, whereby in the event that Landlord fails to pay to Tenant the Tenant Improvement Allowance (including allowances, if any, for expansions, renewals, initial construction, remodeling or refurbishing), the Superior Mortgagee or such other successor to the interests of Landlord and/or the Superior Mortgagee shall pay to Tenant, together with interest at the Interest Rate (as defined in Section 59 below), such unpaid amounts and shall recognize and honor any existing lenders remaining credit of Base Rent and/or Operating Expenses. With respect to all such payments, interest thereon shall agree that notwithstanding be computed from the date such amounts should have been paid until the date such amounts are in fact paid. 4.4 All commercially reasonable non-disturbance agreements shall acknowledge that, and Landlord hereby independently agrees that, to the extent Landlord has failed to fulfill its obligations with respect to the payment of any foreclosure under a Security Device and subsequent Tenant Improvement Allowance (including allowances for expansions, renewals, initial construction, remodeling or previous termination refurbishing), or the cost incurred by Tenant of constructing or completing the Tenant Improvements which were required to be constructed or completed by Landlord at Landlord's expense ("Key Obligations"), Tenant may deduct the amount of the Master Key Obligation which Landlord has not paid, together with interest thereon at the Interest Rate, from the Rent (defined in Subparagraph 5(a) below) next coming due and payable, from time to time, under the Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant . In addition to the terms and conditions of this Subleaseforegoing, subject Landlord agrees that if Landlord has failed to and pay the Tenant Improvement Allowance in accordance with Landlord's obligations, Tenant may deduct the provisions of amount thereof which Landlord has not paid, together with interest at the Recognition Agreement referenced in Section 30.1 belowInterest Rate, from the Rent next coming due and subject payable, from time to customary terms and conditions contained in such subordinationtime, non-disturbance and attornment agreements. Notwithstanding under the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within thirty (30) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruingLease. (b) Upon any subsequent financing or refinancing of the Project (so that a new Security Device is hereafter placed upon or against all or any portion of the Project), Sublandlord shall use diligent efforts to obtain an SNDA with respect to such new Security Device, substantially in accordance with the provisions of Section 29.4(a). The subordination provisions of Section 29.1 shall not be binding or enforceable with respect to such new Security Device unless and until such SNDA is obtained for the protection of Sublandlord and Subtenant.