Common use of Subordination and Non-Disturbance Agreement Clause in Contracts

Subordination and Non-Disturbance Agreement. A. Tenant will obtain from any Mortgagee that holds a Mortgage as of or after the Effective Date an agreement, reasonably satisfactory to Manager and recordable in the jurisdiction where each Hotel is located (the “SNDA”), which provides that: 1. the right, title and interest of Manager in and to such Hotel under this Agreement will be subject and subordinate to the lien of the Mortgage; 2. if there is a Foreclosure under the Mortgage, then Manager will not be named as a party in any Foreclosure, and so long as no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Tenant to terminate this Agreement with respect to such Hotel, (a) this Agreement will not terminate by reason of such Foreclosure, (b) Mortgagee and any Subsequent Tenant will recognize the rights of Manager under this Agreement, and (c) Manager’s rights to operate such Hotel under this Agreement will not be disturbed; and 3. if there is a Foreclosure under the Mortgage, then Manager will be obligated to each Subsequent Tenant to perform under the terms of this Agreement with the same force and effect as if the Subsequent Tenant were the Tenant, for as long as the Subsequent Tenant meets the requirements of Section 10.02.A. B. If the SNDA requires Manager to pay amounts otherwise due to Tenant under this Agreement directly to Mortgagee or its designee, rather than to Tenant, then Tenant hereby irrevocably consents to such payment. C. If Tenant does not obtain an SNDA for any Mortgage, then Manager may terminate this Agreement upon at least sixty (60) days’ prior written notice to Tenant without affecting Manager’s other rights and remedies under this Agreement.

Subordination and Non-Disturbance Agreement. A. Tenant will With respect to any current Mortgages and Superior Leases affecting the Premises, Landlord agrees (subject to the qualifications hereinafter set forth) to obtain from the holders of any Mortgagee that holds such Mortgages and Superior Leases, a Mortgage as of or after the Effective Date an agreement, reasonably satisfactory to Manager Subordination and recordable in the jurisdiction where each Hotel is located Non-Disturbance Agreement (the “SNDA”)) in favor of Tenant on such Mortgagee’s or Lessor’s standard form, within thirty (30) days of the date of this Lease, which provides Tenant agrees to execute and deliver to Landlord within ten (10) business days after receipt thereof. With respect to any future Mortgages and current or future Superior Leases affecting the Building, Landlord agrees (subject to the qualifications hereinafter set forth) to request from the holders of any such Mortgages and Superior Leases, an SNDA in favor of Tenant on such Mortgagee’s or Lessor’s standard form, which Tenant agrees to execute and deliver to Landlord within ten (10) business days after receipt thereof; provided, however, Landlord shall have no liability to Tenant and this Lease shall not be affected in the event that Landlord is unable to obtain an SNDA from any current or future Mortgagee or Lessor, except that: 1. the right, title and interest of Manager in and such event, this Lease shall not be subordinate to such Hotel under Mortgage or Superior Lease. Notwithstanding the foregoing, in the event that Landlord delivers to Tenant said Mortgagee’s or Lessor’s commercially reasonable standard form of SNDA and Tenant fails or refuses to execute the same, this Agreement will Lease shall be subject and subordinate to such Mortgage or Superior Lease. Landlord shall in no event be required to expend any monies or commence or prosecute litigation or reject financing which is otherwise satisfactory to it to obtain an SNDA, and Tenant agrees to be liable for any processing fees and reasonable attorneys’ fees charged by the lien holders of such superior instruments in connection with obtaining such SNDA. Landlord represents that as of the Mortgage; 2. if date of this Lease: (i) there are no Superior Leases affecting the Premises and (ii) the only Mortgage affecting the Premises is a Foreclosure under the Mortgagethat certain Consolidated, then Manager will not be named Amended and Restated Mortgage and Security Agreement between Landlord and JPMorgan Chase Bank, N.A. dated as a party in any Foreclosureof December 22, 2004, and so long as no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Tenant to terminate this Agreement with respect to such Hotel, (a) this Agreement will not terminate by reason of such Foreclosure, (b) Mortgagee and any Subsequent Tenant will recognize the rights of Manager under this Agreement, and (c) Manager’s rights to operate such Hotel under this Agreement will not be disturbed; and 3. if there is a Foreclosure under the Mortgage, then Manager will be obligated to each Subsequent Tenant to perform under the terms of this Agreement recorded with the same force Office of the New York City Register, New York County (the “Recorder’s Office”) on January 28, 2005 as CRFN 2005000057656 (the “Consolidated Mortgage”) which Consolidated Mortgage was assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC11 dated as of March 30, 2005 and effect recorded with the Recorder’s Office on June 15, 2005 as if the Subsequent Tenant were the Tenant, for as long as the Subsequent Tenant meets the requirements of Section 10.02.A. B. If the SNDA requires Manager to pay amounts otherwise due to Tenant under this Agreement directly to Mortgagee or its designee, rather than to Tenant, then Tenant hereby irrevocably consents to such paymentCRFN 2005000345545. C. If Tenant does not obtain an SNDA for any Mortgage, then Manager may terminate this Agreement upon at least sixty (60) days’ prior written notice to Tenant without affecting Manager’s other rights and remedies under this Agreement.

Subordination and Non-Disturbance Agreement. A. Tenant will obtain from any Mortgagee that holds The Stockholders hereby agree to cause SKLR Round Rock, L.L.C., a Mortgage as Texas limited liability company of which the Stockholders are the sole members ("SKLR"), to grant to Group 1 an option to purchase the premises (the "Premises") located at 3050 Xxxxx XX 00, xx Xxxxx Xxxx, Xxxxx, xx be described more particularly at a later date in Exhibit A to the Lease (the "SNDA Purchase Option"). The SNDA Purchase Option shall be granted to Group 1 pursuant to a written option agreement executed by Group 1 and SKLR, in form and substance satisfactory to Group 1, and delivered to Group 1 on or before the tenth (10th) day after the Effective Date an agreementdate hereof. The SNDA Purchase Option shall be exercisable only by written notice to SKLR, on a date (the "SNDA Exercise Date") at any time after (i) the expiration of ninety (90) days after the Closing Date, and (ii) the failure of SKLR to obtain a Mutual Recognition and Attornment Agreement ("SNDA") in the form required under Article 11 to the Lease, in form and substance reasonably satisfactory to Manager Group 1, from each then current holder and recordable in owner of any indebtedness which is secured by liens or security interests covering the jurisdiction where each Hotel is located Premises (the “SNDA”"Indebtedness"), which provides that: 1. the right, title and interest of Manager in and to such Hotel under this Agreement will The SNDA Purchase Option may only be subject and subordinate to the lien of the Mortgage; 2. if there is a Foreclosure under the Mortgage, then Manager will not be named as a party in any Foreclosure, and so long as no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Tenant to terminate this Agreement exercised by Group 1 with respect to such Hotelthose premises for which a SNDA has not been obtained. The purchase price of the SNDA Purchase Option shall be the principal amount outstanding under that portion of the Indebtedness attributable to the premises being purchased on the SNDA Exercise Date; provided, (a) this Agreement will however, that the same has not terminate by reason been modified or amended after the date hereof. The purchase of such Foreclosure, premises shall occur on or before thirty (b30) Mortgagee and any Subsequent Tenant will recognize days after the rights of Manager under this AgreementSNDA Exercise Date, and SKLR shall deliver to Group 1 a Special Warranty Deed and Bill xx Sale, executed and acknowledged by SKLR covering the premises being purchased, subject to all matters currently affecting such premises (c) Manager’s rights to operate such Hotel under this Agreement will not be disturbed; and 3except the Indebtedness), together with all other documents customarily used for the sale of real property in Texas. if there is a Foreclosure under the Mortgage, then Manager will be obligated to each Subsequent Tenant to perform under the terms of this Agreement with the same force and effect as if the Subsequent Tenant were the Tenant, for as long as the Subsequent Tenant meets the requirements of Section 10.02.A. B. If the SNDA requires Manager to pay amounts otherwise due to Tenant under this Agreement directly to Mortgagee or its designee, rather than to Tenant, then Tenant hereby irrevocably consents to such payment. C. If Tenant does not obtain an SNDA for any Mortgage, then Manager may terminate this Agreement upon at least sixty (60) days’ prior written notice to Tenant without affecting Manager’s other rights and remedies under this Agreement.Article 11

Subordination and Non-Disturbance Agreement. A. Tenant will obtain from any Mortgagee that holds a Mortgage as of or after the Effective Date an agreement, reasonably satisfactory to Manager and recordable in the jurisdiction where each the Hotel is located (the “SNDA”), which provides that: 1. the right, title and interest of Manager in and to such the Hotel under this Agreement will be subject and subordinate to the lien of the Mortgage; 2. if there is a Foreclosure under the Mortgage, then Manager will not be named as a party in any Foreclosure, and so long as no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Tenant to terminate this Agreement with respect to such the Hotel, (a) this Agreement will not terminate by reason of such Foreclosure, (b) Mortgagee and any Subsequent Tenant will recognize the rights of Manager under this Agreement, and (c) Manager’s rights to operate such the Hotel under this Agreement will not be disturbed; and 3. if there is a Foreclosure under the Mortgage, then Manager will be obligated to each Subsequent Tenant to perform under the terms of this Agreement with the same force and effect as if the Subsequent Tenant were the Tenant, for as long as the Subsequent Tenant meets the requirements of Section 10.02.A. B. If the SNDA requires Manager to pay amounts otherwise due to Tenant under this Agreement directly to Mortgagee or its designee, rather than to Tenant, then Tenant hereby irrevocably consents to such payment. C. If Tenant does not obtain an SNDA for any Mortgage, then Manager may terminate this Agreement upon at least sixty (60) days’ prior written notice to Tenant without affecting Manager’s other rights and remedies under this Agreement.

Subordination and Non-Disturbance Agreement. A. Tenant will obtain from any Mortgagee that holds a Mortgage as of or after the Effective Date an agreement, reasonably satisfactory to Manager and recordable in the jurisdiction where each the Hotel is located (the “SNDA”), which provides that: 1. the right, title and interest of Manager in and to such the Hotel under this Agreement will be subject and subordinate to the lien of the Mortgage; 2. if there is a Foreclosure under the Mortgage, then Manager will not be named as a party in any Foreclosure, and so long as no Manager Event of Default (beyond the applicable notice and cure period, if any) has occurred thereunder which entitles Tenant to terminate this Agreement with respect to such HotelAgreement, (a) this Agreement will not terminate by reason of such Foreclosureterminate, (b) Mortgagee and any Subsequent Tenant will recognize the rights of Manager under this Agreement, and (c) Manager’s rights to operate such the Hotel under this Agreement will not be disturbed; and 3. if there is a Foreclosure under the Mortgage, then Manager will be obligated to each Subsequent Tenant to perform under the terms of this Agreement with the same force and effect as if the Subsequent Tenant were the Tenant, for as long as the Subsequent Tenant meets the requirements of Section 10.02.A. B. If the SNDA requires Manager to pay amounts otherwise due to Tenant under this Agreement directly to Mortgagee or its designee, rather than to Tenant, then Tenant hereby irrevocably consents to such payment. C. If Tenant does not obtain an SNDA for any Mortgage, then Manager may terminate this Agreement upon at least sixty (60) days’ prior written notice to Tenant without affecting Manager’s other rights and remedies under this Agreement.