Common use of Subordination by Tenant Clause in Contracts

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this Lease and its rights hereunder are subject and subordinate to the lien of any mortgage, deed of trust or other encumbrance, together with any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against the Premises and Hotel, or any portion thereof, now or hereafter placed, charged or enforced against the Premises and Hotel, or any portion thereof, and Tenant agrees to execute and deliver at any time, and from time to time, upon ten (10) business days written demand by Landlord, such documents as may be reasonably requested to evidence and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers this Lease and, with respect to any future mortgage or other encumbrance, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant shall pay and perform its all of its obligations under this Lease and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage or other encumbrance; (b) Tenant’s possession and use of the Premises and Hotel in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions of this Lease. This clause shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage or other lien outstanding as of the date hereof are the Security Documents dated November 1, 2012, in favor of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. to exceed Actual Costs of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consent.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are of Tenant ----------------------- therein and all interest or estate of Tenant in the Demised Premises or any portion thereof shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature (collectively, together with "Mortgage"), which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time after the date of this Lease may be placed upon the Demised Premises and Hotel, or any portion thereof, now or hereafter placed, charged or enforced against the Premises and Hotel, or any portion thereof, and to each and every advance made under any such Mortgage. Tenant agrees at any time hereafter, to execute and deliver at to Landlord any timeinstruments, and from time to time, upon ten (10) business days written demand by Landlord, such releases or other documents as that may be reasonably requested to evidence required for the purpose of subjecting and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers subordinating this Lease andto the lien of any such Mortgage. It is agreed, with respect to any future mortgage or other encumbrancenevertheless, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant an Event of Default does not exist, that such subordination agreement or other instrument, release or document shall pay and perform its all of its obligations not interfere with, hinder or molest Tenant's right to quiet enjoyment under this Lease and so long as this Lease shall be in full force and effect (a) Tenant Lease, shall not be joined as a defendant in any proceeding which may be instituted modify the terms of this Lease, nor the right of Tenant to foreclose or enforce continue to occupy the mortgage or other encumbrance; (b) Tenant’s possession and use of the Demised Premises and Hotel all portions thereof, and to conduct its business thereon in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease covenants, conditions, provisions, terms and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions agreements of this Lease. This clause The lien of any such Mortgage shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage not cover Tenant's trade fixtures or other personal property located in or on the Demised Premises. Landlord shall deliver to Tenant a commercially reasonably nondisturbance agreement executed by all lenders having a lien outstanding on the Demised Premises on the Commencement Date as of the date hereof are the Security Documents dated November 1, 2012, a condition precedent in favor of Rising Sun Regional Foundation, Inc.Tenant's favor, and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. from each future lender as a condition to exceed Actual Costs of the Hotel, grant any further mortgage lien against, Tenant's subordination or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentattornment hereunder.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its Tenant's rights hereunder here-under, are hereby made expressly subject and subordinate to the lien of any mortgageand all security agreements, deed of trust mortgages, ground or other encumbranceunderlying leases, together with or like instruments resulting from any renewals, extensions financing or replacements thereof, now or hereafter placed, charged or enforced against refinancing affecting the Premises and Hotel, or Building (or any portion thereof, now ) which are currently in existence or which may hereafter placed, charged or enforced against the Premises and Hotelbe created by Landlord, or its successors or assigns, including any portion and all extensions and renewals, substitutions, and amendments thereof, and Tenant agrees to execute and deliver at any time, and from time to time, upon ten (10) business days written demand by Landlord, such documents as may be reasonably requested to evidence and confirm such subordination; provided, however, that with respect to any existing mortgage and all advances made or other encumbrance, no later than to be made under same (collectively the date Tenant executes and delivers this Lease and, with respect to any future mortgage or other encumbrance, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant shall pay and perform its all of its obligations under this Lease and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage or other encumbrance; (b) Tenant’s possession and use of the Premises and Hotel in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions of this Lease"Mortgage"). This clause provision shall be self-operative without the execution of any further instruments. Tenant agrees to execute any instrument or instruments which the Landlord may deem necessary or desirable to further evidence the foregoing subordination. Tenant further agrees to make such reasonable modifications to this Lease (not increasing Tenant's obligations hereunder) as may be requested by the holder of any such Mortgage (the "Mortgagee"). Tenant agrees that in the event of any act or omission by Landlord which could constitute a default by Landlord or give Tenant the right to terminate this Lease or claim a partial eviction, Tenant shall not exercise any such right until (i) Tenant notifies Landlord in writing of such default and no Landlord fails to cure such default within thirty (30) days of such notice, or if such default cannot reasonably be cured within such thirty (30) days; and (ii) until every holder of any Mortgage is notified in writing of such default and fails to commence to cure such default within thirty (30) days after all of Landlord's periods to cure such default have expired. Tenant further instrument agrees to execute any non-disturbance and/or attornment agreement requested by any mortgagee and/or ground lessor. Tenant's agreement to subordinate under the terms and conditions of attornment this Lease are contingent upon the Landlord and any present or recognition shall be required. Notwithstanding anything herein future lenders to the contrary, Landlord represents Property agreeing not to disturb this Lease so long as Tenant is in compliance with all the terms and warrants that the only mortgage or other lien outstanding as conditions of the date hereof are the Security Documents dated November 1, 2012, in favor of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. to exceed Actual Costs of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentLease.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are of Tenant therein, and all interest or estate of Tenant in the Demised Premises, or any portion thereof, shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature (“Mortgage”), together with which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time may be placed upon the Premises and HotelDemised Premises, or any portion thereof, now by Landlord, and to any replacements, renewals, amendments, modifications, extensions or hereafter placed, charged or enforced against the Premises and Hotel, or any portion refinancing thereof, and Tenant agrees to execute each and deliver at every advance made under any timeMortgage, provided such subordination shall not be deemed to exist or have occurred unless and until, and from time as a condition precedent to timesuch subordination, upon ten Tenant shall first receive fully executed a non-disturbance agreement (10“SNDA”) business days written demand by Landlordin substantially the form attached hereto as Exhibit E, in recordable form or such documents other form as may be reasonably requested agreed to evidence and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers this Lease and, with respect to any future mortgage or other encumbrance, on or before the effective date thereofamong Tenant, Landlord shall obtain from its mortgagee or lienholderand the Mortgage holder. Notwithstanding the foregoing, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant shall pay and perform its all of its obligations under this Lease and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage or other encumbrance; (b) Tenant’s possession and use of the Premises and Hotel in accordance with the provisions of this Lease regarding the application of insurance proceeds and condemnation awards shall not be affected or disturbed by reason of the subordination subordinated to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Mortgage. Landlord shall agree that, in connection therewith, have the costs of right to subordinate or cause to be subordinated any cure paid by Tenant shall be offset against the Rent due and payable under or all Mortgages to this Lease. If the mortgagee The lien of any such Mortgage shall not cover Tenant’s Property or trade fixtures or other lienholder personal property located in or any successor in interest shall succeed to on the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Demised Premises, all in accordance with the provisions of this Lease. This clause shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that there is no mortgage granted by Landlord encumbering the only mortgage or other lien outstanding Demised Premises as of the date hereof are of full execution and delivery of this Lease. On the Security Documents dated November 1Closing Date, 2012, in favor of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it this Lease shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. be subordinated to exceed Actual Costs the Construction Loan Mortgage except pursuant to an SNDA substantially in the form of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consent.Exhibit E.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are of Tenant therein and all interest or estate of Tenant in the Demised Premises or any portion thereof shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature (collectively, together with “Mortgage”), which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time after the date of this Lease may be placed upon the Demised Premises and Hotel, or any portion thereof, now or hereafter placed, charged or enforced against the Premises and Hotel, or any portion thereof, and to each and every advance made under any such Mortgage. Tenant agrees at any time hereafter, to execute and deliver at to Landlord any timeinstruments, and from time to time, upon ten (10) business days written demand by Landlord, such releases or other documents as that may be reasonably requested to evidence required for the purpose of subjecting and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers subordinating this Lease andto the lien of any such Mortgage. It is agreed, with respect to any future mortgage or other encumbrancenevertheless, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant shall pay and perform its all of its obligations is not in material default under this Lease and so long as this Lease shall be in full force and effect (a) Tenant beyond any applicable cure periods, that such subordination agreement or other instrument, release or document shall not be joined as a defendant in any proceeding which may be instituted to foreclose interfere with, hinder or enforce the mortgage or other encumbrance; (b) molest Tenant’s possession and use right to quiet enjoyment under this Lease, shall not modify the terms of this Lease, nor the right of Tenant to continue to occupy the Demised Premises and Hotel all portions thereof, and to conduct its business thereon in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease covenants, conditions, provisions, terms and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions agreements of this Lease. This clause The lien of any such Mortgage shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage not cover Tenant’s trade fixtures or other personal property located in or on the Demised Premises. Landlord shall deliver to Tenant a commercially reasonably nondisturbance agreement executed by all lenders having a lien outstanding as of on the Demised Premises within thirty (30) days after the date hereof are the Security Documents dated November 1, 2012, of this Lease as a condition precedent in favor of Rising Sun Regional Foundation, Inc.Tenant’s favor, and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. from each future lender as a condition to exceed Actual Costs of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentsubordination or attornment hereunder.

Subordination by Tenant. Subject This Lease Agreement and all rights of Tenant therein (including, but not limited to the following Option to Purchase, as hereinafter defined), and without limiting all interest or estate of Tenant in the second paragraph of this Section 17.1Demised Premises, Tenant agrees that this Lease and its rights hereunder are or any portion thereof, shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature ("Mortgage"), together with which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time may be placed upon the Premises and HotelDemised Premises, or any portion thereof, now by Landlord, and to any replacements, renewals, amendments, modifications, extensions or hereafter placed, charged or enforced against the Premises and Hotel, or any portion refinancing thereof, and to each and every advance made under any Mortgage. Tenant agrees to execute and deliver at any timetime hereafter, and from time to time, upon ten (10) business days written time on demand by of Landlord, such to execute and deliver to Landlord any instruments, releases or other documents as that may be reasonably requested to evidence required for the purpose of subjecting and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers subordinating this Lease andAgreement to the lien of any such Mortgage. It is agreed, with respect to any future mortgage or other encumbrancenevertheless, on or before the effective date thereof, Landlord and all instruments and documents executed by Tenant shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide reflect that so long as Tenant shall pay be not in default in the payment of Basic Rent and perform its Additional Rent and the performance and observance of all of its obligations covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease Agreement, that such subordination agreement or other instrument, release or document and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the prior mortgage or other encumbrance; (b) lien upon the Demised Premises shall not interfere with, hinder or molest any and all of Tenant’s possession 's rights and use interests under this Lease including, but not limited to, Tenant's right to quiet enjoyment under this Lease Agreement, nor the right of Tenant to continue to occupy the Premises Demised Premises, and Hotel all portions thereof, and to conduct its business thereon in accordance with the provisions covenants, conditions, provisions, terms and agreements of this Lease Agreement. The lien of any such Mortgage shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage cover Tenant's trade fixtures or other encumbrance; (c) the mortgagee personal property located in or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Demised Premises, all in accordance with the provisions of this Lease. This clause shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage or other lien outstanding as of the date hereof are the Security Documents dated November 1, 2012, in favor of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. to exceed Actual Costs of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consent.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are of Tenant therein, and all interest or estate of Tenant in the Demised Premises, or any portion thereof, including all expansion and renewal rights, shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature (“Mortgage”), together with which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time may be placed upon the Premises and HotelDemised Premises, or any portion thereof, now by Landlord, and to any replacements, renewals, amendments, modifications, extensions or hereafter placed, charged or enforced against the Premises and Hotel, or any portion refinancing thereof, and to each and every advance made under any Mortgage. Tenant agrees to execute and deliver at any timetime hereafter, and from time to time, upon ten (10) business days written time on demand by of Landlord, such in connection with a sale or refinancing of the Demised Premises or at the request of the holder or proposed holder of the Mortgage to execute and deliver to Landlord any instruments, releases or other documents as that may be reasonably requested to evidence required for the purpose of subjecting and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers subordinating this Lease andand said rights of Tenant to the lien of any such Mortgage, with respect which such documents are to any future mortgage or other encumbrance, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance be reasonably acceptable to the Landlord, the Tenant providing as set forth below in this Sectionand the holder of the Mortgage. The agreement shall be binding on the parties’ respective legal representativesIt is agreed, successors and assigns and shall provide nevertheless, that so long as Tenant shall pay is not in default in the payment of Basic Rent and perform its Additional Rent and the performance and observance of all of its obligations covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage Lease, that such subordination agreement or other encumbrance; (b) instrument, release or document shall contain non-disturbance provisions pursuant to which the holder of the Mortgage agrees not to interfere with, hinder or molest Tenant’s possession right to quiet enjoyment under this Lease, nor the right of Tenant to continue to occupy the Demised Premises, and use of the Premises all portions thereof, and Hotel to conduct its business thereon in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease covenants, conditions, provisions, terms and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions agreements of this Lease. This clause The lien of any such Mortgage shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage not cover Tenant’s trade fixtures or other lien outstanding as personal property located in or on the Demised Premises. Tenant agrees to give any holder of any Mortgage, by registered or certified mail, a copy of any notice or claim of default served upon Landlord by Tenant, provided that prior to such notice, Tenant has been notified in writing, by way of service on Tenant of a copy of an assignment of Landlord’s interests in leases, or otherwise, of the date hereof are the Security Documents dated November 1, 2012, in favor address of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. to exceed Actual Costs of the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentMortgage holder.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are of Tenant ------------------------ therein and all interest or estate of Tenant in the Demised Premises or any portion thereof shall be subject and subordinate to the lien of any mortgage, deed of trust trust, security instrument or other encumbrancedocument of like nature (collectively, together with "MORTGAGE"), which at any renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against time after the date of this Lease may be placed upon the Demised Premises and Hotel, or any portion thereof, now or hereafter placed, charged or enforced against the Premises and Hotel, or any portion thereof, and to each and every advance made under any such Mortgage. Tenant agrees at any time hereafter, to execute and deliver at to Landlord any timeinstruments, and from time to time, upon ten (10) business days written demand by Landlord, such releases or other documents as that may be reasonably requested to evidence required for the purpose of subjecting and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers subordinating this Lease andto the lien of any such Mortgage. It is agreed, with respect to any future mortgage or other encumbrancenevertheless, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant an Event of Default does not exist, that such subordination agreement or other instrument, release or document shall pay and perform its all of its obligations not interfere with, hinder or molest Tenant's right to quiet enjoyment under this Lease and so long as this Lease shall be in full force and effect (a) Tenant Lease, shall not be joined as a defendant in any proceeding which may be instituted modify the terms of this Lease, nor the right of Tenant to foreclose or enforce continue to occupy the mortgage or other encumbrance; (b) Tenant’s possession and use of the Demised Premises and Hotel all portions thereof, and to conduct its business thereon in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of this Lease covenants, conditions, provisions, terms and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all in accordance with the provisions agreements of this Lease. This clause The lien of any such Mortgage shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein to the contrary, Landlord represents and warrants that the only mortgage not cover Tenant's trade fixtures or other personal property located in or on the Demised Premises. Landlord shall deliver to Tenant a commercially reasonably nondisturbance agreement executed by all lenders having a lien outstanding on the Demised Premises on the Commencement Date as of the date hereof are the Security Documents dated November 1, 2012, a condition precedent in favor of Rising Sun Regional Foundation, Inc.Tenant's favor, and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundation, Inc. from each future lender as a condition to exceed Actual Costs of the Hotel, grant any further mortgage lien against, Tenant's subordination or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentattornment hereunder.

Subordination by Tenant. Subject to the following and without limiting the second paragraph of this Section 17.1, Tenant agrees that this This Lease and its all rights hereunder are subject and of the Tenant shall be subordinate to the lien of any existing or and future encumbrance, including any deed of trust, mortgage, deed of trust or other encumbrance, together with any renewals, extensions written security device or replacements thereof, agreement now or hereafter placed, charged or enforced against affecting the Leased Premises and Hotelthe note or other obligation secured by it, or any portion thereof, now or hereafter placed, charged or enforced against placed by Landlord on the Premises and Hotel, or any portion thereofLeased Premises, and to any encumbrance thereafter placed by Landlord on the Leased Premises. The Tenant agrees to execute shall, upon written demand, execute, acknowledge and deliver at any time, and from time to time, upon ten (10) business days written demand by the Landlord, such documents as any and all instruments that may be reasonably requested necessary or proper to evidence and confirm such subordination; provided, however, that with respect to any existing mortgage or other encumbrance, no later than the date Tenant executes and delivers this Lease and, with respect to any future mortgage or other encumbrance, on or before the effective date thereof, Landlord shall obtain from its mortgagee or lienholder, as the case may be, a written agreement with Tenant in form and substance reasonably acceptable to Tenant providing as set forth below in this Section. The agreement shall be binding on the parties’ respective legal representatives, successors and assigns and shall provide that so long as Tenant shall pay and perform its all of its obligations under subordinate this Lease and so long as this Lease shall be in full force and effect (a) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage or other encumbrance; (b) Tenant’s possession and use all rights of the Premises and Hotel in accordance with Tenant hereunder, to the provisions lien of any such encumbrance or encumbrances. Notwithstanding the foregoing subordination, Tenant's rights under this Lease shall not be affected or disturbed by reason the holder of any encumbrance heretofore or hereafter placed by Landlord upon the Leased Premises, as evidenced by a commercially reasonable nondisburbance agreement, unless Tenant shall breach any of the subordination to or any modification of or default under the mortgage or other encumbrance; (c) the mortgagee or lienholder will make available to the party entitled thereto the insurance proceeds payable in accordance with Article VII of provisions hereof and this Lease and the condemnation proceeds payable under Article IX of this Lease; (d) the mortgagee or lienholder will recognize and allow (i) Tenant Tenant's rights to exercise its option to extend the Lease for the Additional Term and (ii) Tenant’s Option to Purchase Premises, all on the terms provided in this Lease, and, without limiting the foregoing, the mortgagee or other lienholder shall, in connection with exercise of Tenant’s Option to Purchase Premises and at Tenant’s election, accept a prepayment of the indebtedness secured by the mortgage or other lien or allow Tenant to assume Landlord’s obligations thereunder; (e) Landlord and such mortgagee or lienholder possession hereunder shall not increase the amount of the indebtedness secured by the mortgage or lien without Tenant’s prior written consent, and (f) such mortgagee or other lienholder shall provide Tenant with notice of and an opportunity to cure (which Tenant may or may not elect to perform, in Tenant’s sole and unfettered discretion) any default by Landlord under the mortgage or other lien, and Landlord shall agree that, in connection therewith, the costs of any cure paid by Tenant shall be offset against the Rent due and payable under this Lease. If the mortgagee or other lienholder or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant’s landlord and the successor-landlord will accept such attornment and recognize Tenant’s rights of possession and use of the Premises and Tenant’s option to extend the Lease for the Additional Term and Tenant’s Option to Purchase Premises, all have been terminated in accordance with the provisions of this Lease. This clause From time to time, Tenant will execute, acknowledge and deliver in recordable form to Landlord, within twenty (20) days of receipt, (and which twenty (20) [or thirty (30) days in the event Tenant is out of town or ill] day period is not subject to any notice and cure periods otherwise provided for under this Lease) an estoppel certificate in Landlord's form stating (1) that this Lease is in full force and effect and whether there have been any modifications; (2) the date to which rental and other sums are paid in advance; (3) that no notice of default has been received which has not been cured, except as specified; and (4) such other reasonably requested matters. Such certificate may be conclusively relied upon by any prospective purchaser, mortgagee or trust deed beneficiary. Tenant's failure to deliver such certificate within the specified time shall constitute a material default under this Lease. If any mortgage, insurance, or other institutional lender requires, as a condition to the financing or refinancing, any reasonable modification of the terms or conditions of this Lease, Tenant shall execute such modification or amendment, provided such modification shall not (1) increase the rent or Tenant's share of any costs, (2) reduce or lengthen the term of the Lease, (3) interfere with Tenant's use or occupancy of the Leased Premises, or (4) adversely change any of Tenant's obligations. It is hereby agreed that the following modifications shall be self-operative and no further instrument of attornment or recognition shall be required. Notwithstanding anything herein deemed reasonable modifications: (I) Subordination--any change(s) to the contrarysubordination and attornment provisions of this Lease, (ii) Notice--any change(s) to the notice provisions of this Lease which require Tenant to give notice of any default by Landlord represents and warrants that to the only mortgage lender, or other lien outstanding (iii) Default--any changes to the default provisions of this Lease which permit the lender to cure any defaults by Landlord together with the granting of such additional time to cure as may be required for Lender to get possession of the date hereof building of which the Leased Premises are a part. If Tenant refuses to execute any modifications which are stated by Landlord to be necessary in connection with approval of this Lease for the Security Documents dated November 1purposes of such financing within ten (10) days after receipt, 2012, in favor of Rising Sun Regional Foundation, Inc., and that such Security Documents have not been amended, and Landlord covenants and agrees that it shall not utilize any additional funds that would otherwise cause such mortgage with Rising Sun Regional Foundationconstitute an Event of Default hereunder and Landlord, Inc. at his sole option, shall have the right by fifteen (15) days written notice, to exceed Actual Costs terminate this Lease and may thereafter pursue its remedies for default as provided herein. Nothing herein shall restrict the ability of Tenant to encumber its leasehold estate, but Tenant shall have no right or ability to encumber Landlord's interest in the Hotel, grant any further mortgage lien against, or otherwise encumber, the Premises or Hotel or any interest therein without Tenant’s prior written consentLeased Premises.