Common use of Subordination, Non-Disturbance and Attornment Clause in Contracts

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant (a) Lessee agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder Lease will be subject and Tenant's leasehold interest in and subordinate to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any mortgages or deeds of any Facility Mortgage or Mortgages trust now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased Property, or any portion thereofSpace and to all modifications thereto, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues present and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements advances made with respect to any such mortgage, mortgages mortgage or assignmentsdeed of trust; provided such lender agrees not to disturb Tenant's occupancy of that, the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgageinstrument agrees in writing that Lessee's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease and Lessee's obligation to perform the duties and obligations will not be in any way increased or its rights diminished by the provisions of this paragraph. Lessee agrees to attorn to the mortgagee, Tenant shall fail trustee, or refuse or shall have not executed beneficiary under any such subordinationmortgage or deed of trust, nonand to the purchaser in a sale pursuant to the foreclosure thereof; provided that, Lessee's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease. Lessee's obligations hereunder are conditioned upon receipt by Lessee, within ten (10) business days after Lessee's notice of its intent to exercise the Option, or within ten (10) business days after the date of creation of any future mortgages or deeds of trust, of a Subordination, Non-disturbance and attornment agreementAttornment Agreement in form reasonably acceptable to Lessee, Tenant shall be in breach and default from any holder of its obligation a mortgage, deed to do so and secure debt, or deed of trust to which this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease is, or otherwise provided by lawwill become, subordinate.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and shall deliver to Tenant concurrently with the requesting party a closing under the Purchase Agreement fully executed commercially reasonable subordination, non-disturbance agreement(s) (“SNDA’s”) in favor of Tenant from all existing ground lessors, mortgage holders or lien holders of Landlord, including Landlord’s Lender (and attornment agreement such delivery shall be a condition precedent to Tenant’s obligation to commence payment of rent under this Lease; provided, however, that once the SNDA’s are delivered, rent, payable retroactively from the Commencement Date, shall be paid immediately), and, thereafter, Landlord shall deliver SNDA’s from all such parties who later come into existence with respect to the Premises or any such Facility Mortgagee, which portion thereof at any time prior to the expiration of the Term. Such commercially reasonable SNDA’s shall acknowledge that not modify the provisions of this Lease, shall include the obligation of any such ground lessor, mortgage holder, lien holder or successor landlord, upon taking title to the Premises, and so long as a Default by Tenant is not continuing, to not disturb Tenant's interest hereunder ’s right of possession of the Premises in accordance with the Lease, to recognize and accept all of Tenant's leasehold interest in ’s rights under the Lease, including the right to offset certain amounts against Rent due hereunder, and to assume all of Landlord’s continuing obligations under this Lease as set forth herein. Subject to Tenant’s receipt of the Leased Property are juniorSNDA’s described above, inferior, this Lease shall be subject and subordinate to all present and subject in right, title, interest, lien, encumbrance, priority future ground or underlying leases of the Premises and all other respects to the lien of any Facility Mortgage mortgage, trust deed or Mortgages other encumbrances now or hereafter in force and effect upon against the Building or encumbering Landlord's interest in the Leased Property, Premises or any portion part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Subject to Tenant’s receipt of the SNDA’s described above, Tenant covenants and agrees in the event any third party or parties proceedings are brought for the foreclosure of any of Landlord's rights under this Lease such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn to the rentslienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), issues and profits thereof if so requested to do so by such purchaser or therefrom as security for any liability lienholder or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesground lessor, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements recognize such purchaser or lienholder or ground lessor as the lessor under this Lease. Subject to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy ’s receipt of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. IfSNDA’s described herein, within fifteen (15) days following Tenant's receipt of a written request by Landlord or Tenant waives the holder or proposed holder provisions of any such Facility Mortgagecurrent or future statute, rule or law which may give or purport to give Tenant shall fail any right or refuse election to terminate or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of otherwise adversely affect this Lease and Landlord shall be entitled thereupon to exercise the obligations of the Tenant hereunder in the event of any and all remedies available to Landlord pursuant to this Lease foreclosure proceeding or otherwise provided by lawsale.

Subordination, Non-Disturbance and Attornment. In This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the event that Landlord places lien of any Facility Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the Leased Propertypart of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees agrees, at the election of the Holder of any such Mortgage, to promptly enter into, execute and deliver attorn to any such Holder. Tenant’s agreement to subordinate this Lease to any future deed of trust or mortgage pursuant to this Section 27 is conditioned upon Landlord delivering to Tenant from the requesting party Holder of any such mortgage or deed of trust a commercially reasonable subordination, non-disturbance and attornment agreement with and Tenant shall not unreasonably withhold, condition or delay its approval of the same. Tenant agrees within 10 business days after demand to execute, acknowledge and deliver such SNDA and such other instruments confirming such subordination, and such instruments of attornment as shall be requested by any such Facility MortgageeHolder, which shall acknowledge that provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant's interest hereunder and ’s consent, by notice in writing to Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under thereupon this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord shall be deemed prior to such third party Mortgage without regard to their respective dates of execution, delivery or parties, recording and in that event such Holder shall have the same rights with respect to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments, ground leases or other superior leases and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust. As of the date of this Lease, there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or Mortgage encumbering the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawProperty.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant (a) Xxxxxx agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder Lease will be subject and Tenant's leasehold interest in and subordinate to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any mortgages or deeds of any Facility Mortgage or Mortgages trust now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased Property, or any portion thereofSpace and to all modifications thereto, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues present and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements advances made with respect to any such mortgage, mortgages mortgage or assignmentsdeed of trust; provided such lender agrees not to disturb Tenant's occupancy of that, the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgageinstrument agrees in writing that Xxxxxx's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease and Xxxxxx's obligation to perform the duties and obligations will not be in any way increased or its rights diminished by the provisions of this paragraph. Xxxxxx agrees to attorn to the mortgagee, Tenant shall fail trustee, or refuse or shall have not executed beneficiary under any such subordinationmortgage or deed of trust, nonand to the purchaser in a sale pursuant to the foreclosure thereof; provided that, Xxxxxx's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease. Lessee's obligations hereunder are conditioned upon receipt by Xxxxxx, within ten (10) business days after Xxxxxx's notice of its intent to exercise the Option, or within ten (10) business days after the date of creation of any future mortgages or deeds of trust, of a Subordination, Non-disturbance and attornment agreementAttornment Agreement in form reasonably acceptable to Lessee, Tenant shall be in breach and default from any holder of its obligation a mortgage, deed to do so and secure debt, or deed of trust to which this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease is, or otherwise provided by lawwill become, subordinate.

Subordination, Non-Disturbance and Attornment. In the event that If Landlord places any a Facility Mortgage (other than an Existing Facility Mortgage) on any of the Leased PropertyProperties, Landlord agrees to cause the Facility Mortgagee to execute and deliver to Tenant, and Tenant agrees to promptly enter into, execute and deliver promptly to the requesting party Facility Mortgagee, a commercially reasonable subordination, non-disturbance and attornment agreement substantially similar to the form attached hereto as Exhibit C (the "Subordination Agreement") with any such Facility Mortgagee, which shall provide, among other things, that if the Facility Mortgagee or any other Person acquires title to the applicable Leased Property, so long as no Event of Default has occurred and is continuing hereunder, Tenant's leasehold estate, possession and occupancy of such Leased Property shall not be disturbed, and which Subordination Agreement shall acknowledge that (subject to the foregoing) this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to each of the Leased Property are Properties is junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any the applicable Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of DefaultMortgage. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreementSubordination Agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In At the event request from time to time by one or more institutional holders of a mortgage or deed of trust that Landlord places any Facility Mortgage on may hereafter be placed by the County upon the Leased PropertyPremises or other parts of the building in which the Leased Premises are located, Tenant agrees and any and all amendments, renewals, replacements, modifications, consolidations, spreaders, refinancing and extensions thereof (collectively, a “Mortgage”), Company shall subordinate this Amended Lease and all of Company’s rights and estate hereunder to promptly enter intoeach such Mortgage as though each such Mortgage has or had been executed, execute acknowledged, delivered and deliver recorded prior to the requesting party a commercially reasonable subordinationAmended Lease and any amendments, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations renewals or restatements thereof. Company shall further agree with each such holder of a Mortgage (“Mortgagee”) that Company will attorn to and replacements of, and all amendments and supplements to recognize such Mortgagee or the subsequent purchaser of the Mortgage from Mortgagee at any foreclosure sale or any sale under a power of sale contained in any such Mortgage, as County under this Amended Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Amended Lease; provided, however, that each such Mortgagee simultaneously executes and delivers a written agreement in recordable form (a) consenting to this Amended Lease and agreeing that, notwithstanding any such other lease, mortgage, mortgages deed of trust, right, title or assignments; provided such lender agrees not interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to disturb Tenant's occupancy or affecting any of the foregoing, Company shall not, so long as no Event of Default by Company has occurred hereunder, be disturbed in peaceful enjoyment of the Leased Property Premises nor shall this Amended Lease be terminated or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcanceled at any time, within fifteen (15) days following Tenant's receipt of a written request by Landlord or except in the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or event County shall have not executed the right to terminate this Amended Lease under the terms and provisions expressly set forth herein; and (b) agreeing that for any such subordinationperiod while it is landlord hereunder, non-disturbance it will perform, fulfill and attornment agreementobserve all of County’s representations, Tenant shall be in breach warranties and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawagreements set forth herein.

Subordination, Non-Disturbance and Attornment. In This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the event that Landlord places lien of any Facility Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the Leased Propertypart of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Landlord agrees to promptly enter into, execute and use commercially reasonable efforts to deliver to the requesting party Tenant a commercially reasonable subordination, non-disturbance and attornment agreement with either in the form of Exhibit J hereto or in any other form reasonably requested by a proposed lender or the Holder of a Mortgage on or against the Project or Premises (“SNDA”). Tenant agrees within 10 business days after demand to execute, acknowledge and deliver such SNDA and such other instruments confirming such subordination, and such instruments of attornment as shall be requested by any such Facility MortgageeHolder, which shall acknowledge that provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant's interest hereunder and ’s consent, by notice in writing to Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under thereupon this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord shall be deemed prior to such third party Mortgage without regard to their respective dates of execution, delivery or parties, recording and in that event such Holder shall have the same rights with respect to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing though this Lease had been executed prior to the execution, delivery and continuing Event recording of Defaultsuch Mortgage and had been assigned to such Holder. IfThe term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, within fifteen (15) days following Tenant's receipt security assignments, ground leases or other superior leases and any other encumbrances, and any reference to the “Holder” of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant Mortgage shall be in breach and default deemed to include the beneficiary under a deed of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawtrust.

Subordination, Non-Disturbance and Attornment. In the event that --------------------------------------------- Landlord places elects, in its sole discretion, to place any Facility Mortgage form of financing on the Leased PropertyPremises, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgageelender, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property Premises are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any such mortgage (which term when used anywhere in this Lease includes deeds of any Facility Mortgage trust and other security instruments and interests) or Mortgages mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyPremises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagemortgage, mortgages or assignments, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the event that Landlord places lien of any Facility Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the Leased Propertypart of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Landlord agrees to promptly enter into, execute and use commercially reasonable efforts to deliver to the requesting party Tenant a commercially reasonable subordination, non-disturbance and attornment agreement with either in the form of Exhibit J hereto or in any other form reasonably requested by a proposed lender or the Holder of a Mortgage on or against the Project or Premises (“SNDA”). Tenant agrees within 10 business days after demand to execute, acknowledge and deliver such SNDA and such other instruments confirming such subordination, and such instruments of attornment as shall be requested by any such Facility MortgageeHolder, which shall acknowledge that provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant's interest hereunder and ’s consent, by notice in writing to Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under thereupon this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord shall be deemed prior to such third party Mortgage without regard to their respective dates of execution, delivery or parties, recording and in that event such Holder shall have the same rights with respect to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing though this Lease .had been executed prior to the execution, delivery and continuing Event recording of Defaultsuch Mortgage and had been assigned to such Holder. IfThe term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, within fifteen (15) days following Tenant's receipt security assignments, ground leases or other superior leases and any other encumbrances, and any reference to the “Holder” of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant Mortgage shall be in breach and default deemed to include the beneficiary under a deed of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawtrust.

Subordination, Non-Disturbance and Attornment. In Section 21.1 This Lease is and shall be subject and subordinate to all mortgages and deeds of trust and to all renewals, modifications, consolidations, replacements, and extensions of such documents (collectively, “Mortgages”) which may now or hereafter affect the event Premises; provided, however, that at Landlord’s election, this Lease shall be superior to any or all Mortgages. The subordination in this Section 21.1 is self-executing and no further instrument shall be required to establish the subordination set forth herein. Upon request of Tenant, and at Tenant’s sole cost and expense, Landlord places any Facility Mortgage on the Leased Property, Tenant agrees shall endeavor to promptly enter into, execute obtain and deliver to Tenant from any present or future mortgagee (collectively, the requesting party a commercially “Mortgagee”) such Mortgagee’s customary and reasonable form of written subordination, non-disturbance and attornment agreement with any such Facility in recordable form providing, among other things, that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the Mortgagee, which shall acknowledge that this Leaseon such customary terms and conditions as such Mortgagee may reasonably require, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's ’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the Mortgagee in any action or proceeding to foreclose thereunder. In addition, this Lease is and shall be subject and subordinate to the rents, issues existing Ground Lease and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, other existing underlying leases affecting the Premises and to all future renewals, modifications, extensionsconsolidations, renewals, consolidations and replacements ofreplacements, and all amendments extensions thereof. If any Mortgagee requests a Subordination Non-Disturbance and supplements Attornment Agreement (a “SNDA from Tenant, then Tenant shall execute and deliver to any Mortgagee such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy Mortgagee’s form of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, SNDA in recordable form within fifteen twenty (1520) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawrequest.

Subordination, Non-Disturbance and Attornment. In the event that If Landlord places any Facility Mortgage (other than an Existing Facility Mortgage) on the Leased PropertyProperty (regardless of whether such Facility Mortgage is a Brookdale Requested Refinancing), Tenant agrees to promptly enter into, execute and deliver promptly to the requesting party Facility Mortgagee a commercially reasonable subordination, non-disturbance and attornment agreement substantially similar to the form attached hereto as Exhibit C or such other form as shall be reasonably acceptable to Landlord, Tenant and the applicable prospective Facility Mortgagee (the "Subordination Agreement") with any such Facility Mortgagee, which shall provide, among other things, that if the Facility Mortgagee or any other Person acquires title to the Leased Premises, so long as Tenant is not in default (beyond the expiration of any applicable notice and/or grace period) under this Lease, Tenant's possession and occupancy of the Leased Premises shall not be disturbed, and which Subordination Agreement shall acknowledge that (subject to the foregoing) this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any the applicable Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of DefaultMortgage. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreementSubordination Agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In (a) Within forty-five (45) days following the event that execution hereof, Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and shall deliver to Tenant with regard to and any and all Ground Leases (as defined below) and any and all Mortgages (as defined below) encumbering the requesting party Premises and placed thereon by Landlord, a commercially reasonable subordination, non-disturbance and attornment agreement with in the form OF EXHIBIT "G" hereto attached, executed by the Landlord under any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Ground Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15"Ground Lessor") days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility MortgageMortgage ("Mortgagee"), as applicable. In addition, throughout the term, Landlord shall deliver to Tenant shall fail or refuse or shall have not executed any such subordination, a non-disturbance and attornment agreementagreement in the form of EXHIBIT "G" executed by Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, Tenant shall be in breach modifications, replacements and default extensions of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant such Ground Leases or Mortgages if the same have priority to this Lease or otherwise if Landlord desires that Tenant subordinate this Lease to the same. Upon Tenant's receipt of the non- disturbance and attornment agreement Tenant shall if acceptable to Tenant (provided by law.Tenant may not object if such agreement is in the form of EXHIBIT "G" attached hereto) execute same, in

Subordination, Non-Disturbance and Attornment. In the event that If Landlord places any a Facility Mortgage on any of the Leased PropertyProperties, Landlord agrees to cause the Facility Mortgagee to execute and deliver to Tenant, and Tenant agrees to promptly enter into, execute and deliver promptly to the requesting party Facility Mortgagee, a commercially reasonable subordination, non-disturbance and attornment agreement substantially similar to the form attached hereto as Exhibit C (the "Subordination Agreement") with any such Facility Mortgagee, which shall provide, among other things, that if the Facility Mortgagee or any other Person acquires title to the applicable Leased Property, so long as no Event of Default has occurred and is continuing hereunder, Tenant's leasehold estate, possession and occupancy of such Leased Property shall not be disturbed, and which Subordination Agreement shall acknowledge that (subject to the foregoing) this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to each of the Leased Property are Properties is junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any the applicable Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of DefaultMortgage. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreementSubordination Agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In This Lease shall, subject to the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees Landlord’s obligation to promptly enter into, execute and deliver to Tenant the requesting party a commercially reasonable subordination, nonNon-disturbance Disturbance Agreement (as provided herein) be subject and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Fee Mortgage or Mortgages now or hereafter in force hereinafter enforced against the Land, Buildings and effect upon or encumbering Landlord's interest in the Leased PropertyImprovements, or any portion and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or to be made upon the security of such Fee Mortgage or Trust Deed, unless the Fee Mortgagee requires in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any third party or parties proceedings are brought for the foreclosure of any of Landlord's rights Fee Mortgage, to attorn, without any deductions or offsets whatsoever, except for deductions or offsets, if any, specifically permitted in this Lease, to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof and to recognize such purchaser as the Lessor under this Lease or Lease, provided (1) said purchaser agrees in writing to assume the rents, issues duties and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, obligations of Landlord arising or continuing after the date it acquires title to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as and (2) Tenant shall not be disturbed so long as there is no existing and continuing Tenant has not then committed or permitted an Event of DefaultDefault (which continues beyond any applicable cure periods). IfTenant shall, within fifteen (15) business days following Tenant's receipt of a written request by Landlord, execute and deliver to Landlord such further instruments or assurances as Landlord may reasonably deem necessary to evidence or conform the holder subordination or proposed holder superiority of this Lease to any such Facility MortgageFee Mortgage together with Tenant’s agreement to attorn, subject to Tenant’s obtaining from such Fee Mortgagee a Non-Disturbance Agreement executed by the Fee Mortgagee and in form reasonably acceptable to Tenant, providing, among other things, that as long as Tenant is not in an Event of Default (which continues beyond any applicable cure period), this Lease shall fail or refuse or shall have not executed remain in full effect for the full term of the Lease, notwithstanding any provision contained in such subordination, non-disturbance and attornment agreement, Fee Mortgage the rights end obligations of Tenant shall be in breach set forth and default of its obligation to do so and of governed by this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawLease.

Subordination, Non-Disturbance and Attornment. In This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the event that Landlord places lien of any Facility Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the Leased Propertypart of Tenant; provided, however, that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Landlord agrees to promptly enter into, execute and use commercially reasonable efforts to deliver to the requesting party Tenant a commercially reasonable subordination, non-disturbance and attornment agreement with either in the form of Exhibit J hereto or in any other form reasonably requested by a proposed lender or the Holder of a Mortgage on or against the Project or Premises (“SNDA”). Tenant agrees within 10 business days after demand to execute, acknowledge and deliver such SNDA and such other instruments confirming such subordination, and such instruments of attornment as shall be requested by any such Facility MortgageeHolder, which shall acknowledge that provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant's interest hereunder and ’s consent, by notice in writing to Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under thereupon this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord shall be deemed prior to such third party Mortgage without regard to their respective dates of execution, delivery or parties, recording and in that event such Holder shall have the same rights with respect to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing though this Lease had been executed prior to the execution, delivery and continuing Event recording of Defaultsuch Mortgage and had been assigned to such Holder. IfThe term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, within fifteen (15) days following Tenant's receipt security assignments, ground leases or other superior leases and any other encumbrances, and any reference to the “Holder” of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant Mortgage shall be in breach and default deemed to include the beneficiary under a deed of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawtrust.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places Upon written request of Landlord, or any Facility Mortgage on the Leased Propertymortgagee or beneficiary of Landlord, Tenant agrees to promptly enter intowill, execute and deliver in writing, subordinate its right hereunder to the requesting party a commercially reasonable subordination, non-disturbance interest of any ground lessor of the Land upon which the Premises are situated and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage mortgage or Mortgages deed of trust, now or hereafter in force and effect upon or encumbering Landlord's interest in force, against the Leased Property, or any portion thereof, Land and/or Property of which the Premises are a part and to all collateral assignments by Landlord advances made or hereafter to any third party or parties of any of Landlord's rights under this Lease be made upon the security thereof, provided that the ground lessor, or the rentsmortgagee or trustee, issues and profits thereof or therefrom as security for any liability or indebtednessapplicable, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such named in said mortgage, mortgages trust deed or assignments; provided such lender agrees not to disturb lease shall agree that Tenant's occupancy ’s peaceable possession of the Leased Property or Premises and its rights under this Lease will not be diminished on account thereof, subject to the otherwise applicable provisions contained herein. In the event (i) any proceedings are brought for foreclosure, or (ii) of the exercise of the power of sale under any mortgage or deeds of trust, then, upon any such foreclosure or sale, Tenant agrees to recognize such beneficiary or purchaser as long Landlord under this Lease, provided that Tenant’s right to possession continues unabated and Tenant’s rights under this Lease continue undiminished, subject to the otherwise applicable provisions contained herein. Landlord agrees to obtain a Subordination, Non-Disturbance and Attornment Agreement from its current lender(s) and the ground lessor, if any, substantially in accordance with the form attached hereto as there is no existing Exhibit F (“SNDA”), and continuing Event of Default. If, deliver same to Tenant prior to the execution hereof or within fifteen thirty (1530) days following Tenant's receipt of thereafter. If said SNDA from Landlord’s current lender(s) and the ground lessor, if any, is not so delivered, Tenant may, at its option, terminate this Lease by written notice to Landlord. In addition, Landlord agrees to obtain a written request by SNDA from any future lender within thirty (30) days after Landlord or the holder or proposed holder of any obtains financing from such Facility Mortgagelender; provided that if such SNDA is not so delivered, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of required to subordinate its obligation to do so and of rights under this Lease to such future lender’s mortgage or deed of trust. In connection herewith, Landlord represents and warrants that Landlord shall be entitled thereupon is the current the simple owner of the Property, subject to exercise any and all remedies available to Landlord pursuant to this Lease no mortgage, deed of trust or otherwise provided by lawsimilar security instrument.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder This Lease and Tenant's leasehold ’s interest in and to the Leased Property rights hereunder are junior, inferior, hereby made and shall be subject and subordinate and subject in right, title, interest, lien, encumbrance, priority and at all other respects times to the lien of any Facility Mortgage or Mortgages now existing or hereafter in force and effect upon created on or encumbering Landlord's interest in against the Leased Property, Project or any portion thereofthe Premises, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rentsamendments, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensionsrestatements, renewals, consolidations modifications, consolidations, refinancing, assignments and replacements ofextensions thereof, and all amendments and supplements to without the necessity of any such mortgagefurther instrument or act on the part of Tenant; provided, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as however, that so long as there is no existing and continuing Event Default hereunder, Tenant’s right to possession of Default. If, within fifteen (15) days following Tenant's receipt of a written request the Premises shall not be disturbed by Landlord or the holder or proposed holder Holder of any such Facility Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Landlord agrees to use commercially reasonable efforts to deliver to Tenant shall fail a subordination, non- disturbance and attornment agreement either in the form of Exhibit J hereto or refuse in any other form reasonably requested by a proposed lender or shall have not executed any the Holder of a Mortgage on or against the Project or Premises (“SNDA”). Tenant agrees within 10 business days after demand to execute, acknowledge and deliver such SNDA and such other instruments confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and attornment agreement, Tenant thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in breach and default of its obligation to do so and of this Lease and Landlord that event such Holder shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments, ground leases or otherwise provided by lawother superior leases and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust.

Subordination, Non-Disturbance and Attornment. In This Lease and the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, TenantTENANT's interest hereunder is and Tenant's leasehold interest in shall be subject and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage mortgage, ground lease, installment sale agreement or Mortgages other instrument of security now existing or hereafter in force and effect placed upon any or encumbering Landlordall of the LANDLORD's interest or estate in the Leased Property, property in or any portion thereofupon which the leased Premises is located, and to all collateral assignments by Landlord renewals, modifications, consolidations, replacements and extensions thereof (all of which are hereinafter referred to any third party or parties collectively as a "Mortgage" and the holder of such Mortgage, its successors and assigns, are referred to as a "Mortgagee"), all automatically and without the necessity of any further action on the part of Landlordthe TENANT to effectuate such subordination. In case the LANDLORD's interest or estate shall terminate by foreclosure or otherwise, then the Mortgagee shall have all the rights of the LANDLORD under this Lease Agreement, following such termination. The TENANT, at the request of the Mortgagee or the rentspurchaser in connection with any foreclosure sale or deed in lieu thereof, issues shall attorn to the Mortgagee or purchaser ( as the case may be). Upon request of any Mortgagee, the TENANT shall execute and profits thereof or therefrom deliver such further instruments evidencing the foregoing subordination and Attornment agreements as security for any liability or indebtednessshall be desired by such Mortgagee; provided, directhowever, indirect or contingent, of Landlord to such third party or partiesthat the foregoing subordination and attornment agreements are given upon the understanding, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgageinstrument shall contain the Mortgagee's agreement that, mortgages if the Mortgagee or assignments; provided any such lender agrees not purchaser shall so succeed to disturb Tenant's occupancy the interest or estate of the Leased Property LANDLORD, through foreclosure or its rights under otherwise, the TENANT shall be allowed to continue in possession of the leased Premises as provided in this Lease as Agreement so long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant TENANT shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawdefault.

Subordination, Non-Disturbance and Attornment. In Tenant agrees that this Lease and all rights of Tenant hereunder shall be subordinate at all times to the event that Landlord places lien of any Facility Mortgage on mortgages, deeds of trust or other instruments of security which may hereafter affect the Leased PropertyPremises, Building or tract of land described on Exhibit "A" attached hereto. Landlord shall use its reasonable efforts to obtain from the holder or any mortgage or other security instrument to which this Lease is to be subordinated or to whom Tenant agrees is to promptly enter intoattorn, execute and deliver a written agreement (hereinafter referred to as a "Non-Disturbance Agreement") to be delivered to Tenant, that (i) so long as Tenant is in compliance with the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that provisions of this Lease, Tenant's interest hereunder use and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or Premises and its rights under this Lease as long as there is no existing and continuing Event shall not be disturbed or affected prior to the expiration or termination of Default. If, within fifteen this Lease or by any foreclosure or other action (15) days following Tenant's receipt or by the delivery or acceptance of a written request by Landlord deed or other conveyance or transfer in lieu thereof) which may be instituted or undertaken in order to enforce any right or remedy available to the holder of such instrument or proposed holder any other document evidencing or given as security for the transaction secured thereby, (ii) Tenant shall not be named as a party defendant in any foreclosure, summary; or any other action commenced by any such secured party, and (iii) any party succeeding to the interest of Landlord as a result of any such Facility Mortgageenforcement action or otherwise shall be bound to Tenant, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach bound to it, under all the terms, covenants and default of its obligation to do so and conditions of this lease with the same force and effect as if such party were the original Landlord under this Lease. Landlord covenants and agrees that it will obtain and deliver to Tenant a Non-Disturbance Agreement in accordance with the foregoing provisions from the then holder(s) of any mortage or other security interest affecting the Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease Premises, Building or otherwise provided by lawthe tract of land described on Exhibit "A", if any, on or before the date of the Leased Premises are substantially complete.

Subordination, Non-Disturbance and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Premises or any interest of Landlord therein which is now existing or hereafter executed or recorded (“Encumbrance”); provided, however, that this Lease and all Tenant’s rights thereunder shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as this Lease is in full force and effect and Tenant is not in default under this Lease. In the event that Landlord places any Facility Mortgage on the Leased Propertyorder to confirm such subordination, Tenant agrees to promptly enter into, shall execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a after written request therefor by Landlord and in substantially the form attached hereto as Exhibit D, or in such other form as may be requested by Landlord or its lender that is mutually and reasonably acceptable in form to Tenant and such lender, any additional documents evidencing the holder or proposed subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Facility MortgageEncumbrance, provided that no such documents shall limit or reduce Tenant’s rights under this Lease as between Landlord and Tenant. If the interest of Landlord in the Premises is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall fail or refuse or immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Notwithstanding anything contained herein to the contrary, if the holder of any Encumbrance elects to have not executed any such subordination, non-disturbance and attornment agreementthis Lease be prior to its lien, Tenant shall be in breach and default agrees that upon receipt of its obligation to do so and notice of same from Landlord or such Encumbrance holder, this Lease and Landlord shall will be entitled thereupon prior to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawsuch lien.

Subordination, Non-Disturbance and Attornment. In This Lease shall, subject to the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees Landlord’s obligation to promptly enter into, execute and deliver to Tenant the requesting party a commercially reasonable subordination, nonNon-disturbance Disturbance Agreement (as provided herein) be subject and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Fee Mortgage or Mortgages now or hereafter in force hereinafter enforced against the Land, Buildings and effect upon or encumbering Landlord's interest in the Leased PropertyImprovements, or any portion and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or to be made upon the security of such Fee Mortgage or Trust Deed, unless the Fee Mortgagee requires in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any third party or parties proceedings are brought for the foreclosure of any of Landlord's rights Fee Mortgage, to attorn, without any deductions or offsets whatsoever, except for deductions or offsets, if any, specifically permitted in this Lease, to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof and to recognize such purchaser as the Lessor under this Lease or Lease, provided (1) said purchaser agrees in writing to assume the rents, issues duties and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, obligations of Landlord arising or continuing after the date it acquires title to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as and (2) Tenant shall not be disturbed so long as there is no existing and continuing Tenant has not then committed or permitted an Event of DefaultDefault (which continues beyond any applicable cure periods). IfTenant shall, within fifteen (15) business days following Tenant's receipt of a written request by Landlord, execute and deliver to Landlord such further instruments or assurances as Landlord may reasonably deem necessary to evidence or conform the holder subordination or proposed holder superiority of this Lease to any such Facility MortgageFee Mortgage together with Tenant’s agreement to attorn, subject to Tenant’s obtaining from such Fee Mortgagee a Non-Disturbance Agreement executed by the Fee Mortgagee and in form reasonably acceptable to Tenant, providing, among other things, that as long as Tenant is not in an Event of Default (which continues beyond any applicable cure period), this Lease shall fail or refuse or shall have not executed remain in full effect for the full term of the Lease; notwithstanding any provision contained in such subordination, non-disturbance Fee Mortgage the rights and attornment agreement, obligations of Tenant shall be in breach set forth and default of its obligation to do so and of governed by this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawLease.

Subordination, Non-Disturbance and Attornment. Xxxxxx agrees to subordinate this Lease and all of the rights of Tenant hereunder to the lien of any mortgage or mortgages now or hereafter placed on the Premises provided, and only if, the mortgagee named in any such mortgage agrees in writing to recognize this Lease in the event of foreclosure of such mortgage or sale under such trust deed so long as Tenant is not in default under this Lease beyond any applicable periods for notice and cure. In the event that Landlord places any Facility Mortgage on now or hereafter has a lender, mortgagee, lienholder or lessor who owns a leasehold interest in the Leased PropertyPremises or the land thereunder (each, Tenant a “Superior Interest Holder”), Xxxxxxxx agrees to promptly enter into, execute obtain from such Superior Interest Holder (and deliver Xxxxxx agrees to the requesting party execute) a commercially reasonable subordination, non-disturbance and attornment agreement (an “SNDA”), in recordable form, in such Superior Interest Holder’s standard form with any such Facility Mortgageemodifications as reasonably requested by Tenant that are reasonably agreed to by Landlord and Superior Interest Holder, and which shall acknowledge SNDA provides that this Lease, Tenant's interest hereunder Lease shall be subject and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and at all other respects times to the lien of such Superior Interest Holder provided that in the event of a foreclosure of any Facility Mortgage such lien or Mortgages now of any other action or hereafter in force proceeding for the enforcement thereof, or of any sale thereunder (a) this Lease shall not be terminated or extinguished, nor shall the rights and effect upon possession of Tenant hereunder be disturbed, if no Event of Default then exists under this Lease, (b) Tenant shall attorn to the person who acquires Xxxxxxxx’s interest hereunder through any such foreclosure sale or encumbering other action, and (c) the party that succeeds to Landlord's ’s interest in the Leased PropertyPremises shall be bound by the terms of this Lease. Contemporaneously with execution and delivery of this Lease, or any portion thereofLandlord, Xxxxxx and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or Xxxxxxxx’s lender shall execute and deliver an SNDA, which SNDA Tenant may record in the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy Official Records of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event County of Default. IfSan Mateo, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawCalifornia.

Subordination, Non-Disturbance and Attornment. In This Lease and the event that Landlord places --------------------------------------------- estate, interest and rights hereby created are subordinate to any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages mortgage now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased PropertyDemised Premises, or including, without limitation, any portion thereofmortgage on any leasehold estate, and to all collateral assignments renewals, modifications, consolidations, replacements and extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Demised Premises, including any mortgagee or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term, provided, however, that Tenant receives a non- disturbance agreement from any such mortgagee or holder of any estate or interest having priority over this Lease. Tenant's obligation to subordinate its interest hereunder and to attorn to such prior interest holder is expressly conditioned upon Tenant receiving the foregoing non-disturbance agreement. Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and, in that event, such mortgagee shall have the same rights with respect to this Lease as through it had been executed prior to the execution and delivery of the mortgage. Tenant, if requested by Landlord, shall execute any such instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this paragraph. Provided this Lease shall at all times be in full force and effect and provided, further, that there shall exist no Event of Default by Tenant hereunder, the right of possession by Tenant to possess and quietly enjoy the Demised Premises and any third party or parties all of any of LandlordTenant's rights under this Lease shall not be affected in any way or disturbed by any lender doing business with Landlord in the rents, issues exercise of any such lender's rights under any formal agreements between such lender and profits thereof or therefrom Landlord. Tenant shall not be named as security a party defendant to any foreclosure of any lien of any mortgage for any liability or indebtedness, direct, indirect or contingent, the purpose of Landlord to such third party or partiesterminating this Lease, and to all future modificationsTenant shall not, extensionsby an such foreclosure, renewals, consolidations and replacements of, and all amendments and supplements to be in any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or other way foreclosed from its rights under this Lease as long as there is no existing Lease. In the event that any such lender or its successors or assigns comes into possession of the Demised Premises or acquires the leasehold interest of Landlord by foreclosure of any mortgage between any such lender and continuing Event of Default. IfLandlord, within fifteen (15) days following Tenant's receipt of a written request or by proceedings on any note executed by Landlord or the holder or proposed holder in favor of any such Facility Mortgagelender or otherwise, Tenant this Lease shall fail or refuse or shall have not executed be terminated by any such subordinationforeclosure or proceedings; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any such lender upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that the Demised Premises or Landlord's leasehold interest therein is sold or otherwise disposed of pursuant to any right or power contained in any mortgage or any note t\between any such lender and Landlord, or as a result of proceedings thereon, this Lease shall not be terminated or affected thereby, and the purchaser of the Demised Premises or of Landlord's leasehold interest therein or any person or entity acquiring title thereto shall so acquire it, subject to this Lease; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any party acquiring title to Landlord's leasehold interest therein, as aforesaid, upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that there is a current mortgagee or lender with an interest in the Demised Premises which is superior to the interest of Tenant hereunder, Landlord and Tenant hereby agree that on or before the date of execution of this Lease by Tenant, Landlord shall deliver a non-disturbance agreement to Tenant in a form and attornment agreementcontent reasonably acceptable to Landlord, Tenant shall be in breach executed by such mortgagee or lender and default expressly stating the agreement of its obligation such mortgagee or lender to do so and comply with the provisions of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawparagraph.

Subordination, Non-Disturbance and Attornment. In Upon request of the event that Landlord places any Facility Mortgage on the Leased PropertyLandlord, Tenant agrees to promptly enter intowill, execute and deliver in writing, subordinate its rights hereunder to the requesting party lien of any first mortgage or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a commercially reasonable part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. Tenant and Landlord's construction lender, First National Bank of Colorado ("Construction Lender") shall, within thirty days of the date of this Lease, agree upon the form and content of a subordination, non-disturbance and attornment agreement with any ("SNDA") and take all steps necessary to execute the same. If Tenant and Construction Lender fail to agree upon and execute such Facility Mortgagee, which shall acknowledge that SNDA within thirty (30) days of the date of this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and then Tenant shall thereafter, but prior to the Leased Property execution of such SNDA, have the right to terminate this Lease without liability by giving notice of termination to Landlord. In the event any proceedings are juniorbrought for foreclosure, inferioror in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, subordinate the Tenant shall attorn to the purchaser upon any such foreclosure or sale and subject in right, title, interest, lien, encumbrance, priority recognize such purchaser as the Landlord under this Lease; provided the purchaser recognizes this Lease and all other respects to of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of LandlordTenant's rights under this Lease Lease.. Notwithstanding anything to the contrary contained herein, Tenant shall only be obligated under this Section 29(n) if such bank, insurance company or the rents, issues and profits thereof other lending institution or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to purchaser upon any such mortgageforeclosure or sale (a) recognizes Tenant's interest under this Lease, mortgages or assignments; provided such lender (b) agrees that, so long as Tenant is not in default under this Lease beyond any applicable cure periods, to recognize all of the Tenant's rights under this Lease, not disturb Tenant's occupancy possession of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. IfPremises, within fifteen (15) days following nor to interfere with Tenant's receipt use of the Building and Common Facilities, nor join Tenant in any foreclosure or other enforcement proceeding, (c) further agrees that despite any subordination of this Lease, the proceeds of insurance and condemnation shall be applied to pay the costs of restoration of the Building and Common Facilities in accordance with this Lease; (d) executes and delivers a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, agreement in a form reasonably acceptable to Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease such lending institution or otherwise provided by lawpurchaser.

Subordination, Non-Disturbance and Attornment. In This Lease shall be subject and subordinate to all present and future ground or underlying leases of the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute Building or Project and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage mortgage, trust deed or Mortgages other encumbrances now or hereafter in force and effect upon against the Building or encumbering Landlord's interest in the Leased Property, Project or any portion part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by Landlord such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any third party lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or parties assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord hereby represents that, as of the date hereof, the Building and the Project are not encumbered by any mortgage, deed of trust, or ground lease. Notwithstanding anything to the contrary contained herein, as a condition precedent to Tenant’s obligation to subordinate this Lease to any future mortgage, deed of trust, ground lease or other lease, Landlord shall obtain from the holder of such future mortgage or deed of trust or the lessor under such future ground lease or other lease a non-disturbance agreement in favor of Tenant in commercially reasonable form that provides in substance that, so long as Tenant shall not then be in default in the performance of any of Landlord's rights its obligations under this Lease beyond any applicable notice and cure period, Tenant’s possession of the Premises in accordance with this Lease shall not be disturbed by such mortgagee or lessor or any successor or purchaser at a foreclosure sale (as the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, case may be) which shall succeed to the rights of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawLease.

Subordination, Non-Disturbance and Attornment. In Concurrently with the event that Landlord places any Facility Mortgage on the Leased Propertymutual execution of this Lease, Landlord, Tenant agrees to promptly enter into, and each Landlord’s mortgagee shall execute and deliver a Non-Disturbance, Subordination and Attornment Agreement in substantially the form attached as Exhibit D to this Lease (“Non-Disturbance Agreement”). If a non-disturbance agreement reasonably satisfactory to Tenant is not executed by each existing Landlord’s mortgagee and by Landlord by said date, Tenant may at any time thereafter and prior to its actual receipt of such an executed non-disturbance agreement terminate this Lease upon written notice to Landlord. At the requesting party election of any subsequent mortgagee of Landlord, the rights of Tenant hereunder will be subject and subordinate to such mortgagee’s Encumbrance (as hereinafter defined); provided, however, that such subordination of Tenant’s rights will only be effective if prior to or concurrently therewith, Tenant receives a commercially reasonable subordination, nonNon-disturbance Disturbance Agreement executed by Landlord and attornment agreement with any such Facility Mortgageemortgagee, which Non-Disturbance Agreement Tenant also agrees to execute. If Landlord’s interest in the Premises is acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser at the foreclosure sale, Tenant shall acknowledge that attorn to any transferee of or successor to Landlord’s interest in the Property who has previously delivered to Tenant a Non-Disturbance, Subordination and Attornment Agreement consistent with this Article 13. For purposes of this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are juniorterm “Encumbrance” will mean each deed of trust, inferiormortgage, subordinate and subject in rightor other written security device or agreement which now encumbers, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest may in the Leased Property, future encumber the Premises or any portion part thereof, and to all collateral assignments by the note or other obligation it secures, and each lease of which Landlord to is the lessee which covers, or may in the future cover, the Premises or any third party or parties of any part thereof; and the terms “Landlord’s mortgagee” and “mortgagee of Landlord's rights ” include the mortgagee under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any each such mortgage, mortgages or assignments; provided the beneficiary under each such lender agrees not to disturb Tenant's occupancy deed of trust, and the Leased Property or its rights lessor under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any each such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawground lease.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute This Lease shall be subject and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or and all Mortgages (as defined below) now or hereafter in force encumbering the Premises and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, placed on them by Landlord and to all collateral assignments by Landlord renewals, modifications, replacements and extensions of such Mortgages; provided, however, that the subordination contained in this Section shall not be effective with respect to any third party or parties Mortgage executed after the date of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or unless the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such Mortgage (the "Mortgagee") executes and delivers a subordination, non-disturbance and attornment agreement, Tenant in form satisfactory to Tenant, providing that, if the Mortgage is foreclosed or the Mortgagee accepts a deed in lieu foreclosure (either of which events shall be a "Foreclosure"), so long as Tenant is not then in breach default beyond the period of notice and default of its obligation opportunity to do so and of cure provided in this Lease and Landlord so long as Tenant attorns to the Mortgagee or purchaser upon Foreclosure: the Lease shall not terminate by reason of such Foreclosure; Tenant's possession of the Premises shall not be disturbed; the Mortgagee or purchaser upon such Foreclosure, its or his successors or assigns, shall recognize Tenant and all of Tenant's rights under this Lease and shall be entitled thereupon obligated to exercise any perform fully and completely Landlord's duties and obligations under this Lease arising from and after the date of such Foreclosure; the Mortgagee, whether or not the Mortgage is foreclosed, shall make all remedies net proceeds arising from casualty or condemnation loss to the Premises available to Tenant for restoration of the Improvements in accordance with the terms of this Lease; and the Mortgagee shall not name Tenant in any foreclosure proceeding. As used in this paragraph, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, the Premises. As part of such subordination, non-disturbance and attornment agreement which Tenant agrees to execute from time to time during the Term, if requested by any Mortgagee, Tenant agrees to provide to such Mortgagee (simultaneously with notice to Landlord) notice of Landlord's defaults and the same periods for such Mortgagee to cure such defaults as those provided Landlord pursuant in this Lease, together with such agreements as are typically found in non-disturbance and attornment agreements with institutional lenders as may be reasonably satisfactory to Tenant, provided that, Tenant shall not be required to alter its rights and entitlements or increase its obligations under this Lease or otherwise provided by lawexcept as set forth in this Article 17.1.

Subordination, Non-Disturbance and Attornment. In Any leasehold estate against the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute Property shall be and deliver to the requesting party a commercially reasonable subordination, non-disturbance is hereby made subject and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest subordinate in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects every respect to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereofthis Deed of Trust, and to all collateral assignments by Landlord the provisions hereof, to any third party all advances made or parties of any of Landlord's rights to be made under this Lease Deed of Trust or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesNote, and to all future modifications, extensionsany increases, renewals, consolidations and modifications, or replacements ofof this Deed of Trust or the Note; provided, however, that (a) any lessee's right to quiet possession of the leasehold estate shall not be disturbed by Beneficiary so long as the lessee is not in default under the lease that creates the leasehold estate, and so long as the lessee shall pay the rent and observe and perform all amendments of the provisions of the lease, unless the lease is otherwise terminated pursuant to its terms, and supplements (b) in the event Beneficiary obtains title to any such mortgagethe Property through foreclosure, mortgages exercise of power of sale, or assignments; provided such lender agrees not to disturb Tenant's other remedy under this Deed of Trust or deed in lieu of foreclosure, the lessee shall continue occupancy of the Leased Property leasehold estate under the same terms and conditions of the lease and shall attorn to Beneficiary, its successors and assigns, or its rights to the purchaser under this Lease as long as there is no existing and continuing Event a foreclosure or exercise of Default. Ifpower of sale, within fifteen (15) days following Tenant's receipt or to the grantee of a written request deed in lieu of foreclosure, to the same extent and with the same force as if Beneficiary or such other party were the lessor under the leasehold estate. Under such circumstances, however, Beneficiary shall not be (a) liable for any act or omission of the lessor of the leasehold estate; or (b) subject to any offsets or defenses which the lessee might have against the lessor; or (c) bound by Landlord any rent or additional rent which the holder lessee might have paid beyond that due for the current month to the lessor; or proposed holder (d) bound by any amendment or modifications of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and the lease made after the date of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.Deed of Trust without Beneficiary's prior written consent. 116

Subordination, Non-Disturbance and Attornment. In This Lease, Tenant's leasehold estate created hereby, and all of Tenant's rights, titles and interests hereunder and in and to the event that Landlord places Premises are hereby made subject and subordinate to any Facility Mortgage presently existing or hereafter placed upon all or any portion of the Complex, and to any and all renewals, extensions, modifications, consolidations and replacements of any Mortgage and all advances made or hereafter to be made on the Leased Propertysecurity of any Mortgage. Notwithstanding the foregoing, Landlord and Landlord's Mortgagee may, at any time upon the giving of written notice to Tenant and without any compensation or consideration being payable to Tenant, make this Lease, and the aforesaid leasehold estate and rights, titles and interests, superior to any Mortgage. In order to confirm the subordination (or, at the election of Landlord or Landlord=s Mortgagee, the superiority of this Lease), upon the written request by Landlord or by Landlord's Mortgagee to Tenant, and within seven (7) days of the date of such request, and without any compensation or consideration being payable to Tenant, Tenant agrees to promptly enter intoshall execute, execute have acknowledged and deliver to a recordable instrument substantially in the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge form of Exhibit H hereto confirming that this Lease, Tenant's interest hereunder leasehold estate in the Premises and all of Tenant's leasehold interest in rights, titles and interests hereunder are subject and subordinate (or, at the election of Landlord or Landlord's Mortgagee, superior) to the Leased Property are juniorMortgage benefiting Landlord's Mortgagee. Tenant=s failure to execute and deliver such instrument(s) shall constitute a default under this Lease. . Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, inferiorTenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, subordinate except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and subject address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, the holder of any Mortgage or other successor-in-interest shall have the right, titlebut not the obligation, interestto cure the default within the same time, lienif any, encumbrancegiven to Landlord to cure the default, priority plus an additional thirty (30) days. The subordination, attornment and all other respects mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the lien form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any Facility Mortgage lender that is considering making or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, that has made a loan secured by all or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawComplex.

Subordination, Non-Disturbance and Attornment. This Lease and Tenant’s rights under this Lease are subject and subordinate to any mortgage, deed of trust, ground lease, or underlying lease (and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter affecting the Premises, provided that the holder of each such mortgage, deed of trust, ground lease, or underlying lease (each, a “Lender”) shall not disturb Tenant’s tenancy so long as no Event of Default occurs. The provisions of this paragraph are self-operative, and no further instrument of subordination is required. In the event that Landlord places any Facility Mortgage on the Leased Propertyconfirmation of such subordination, however, Tenant agrees to promptly enter intoshall, within 10 days after Landlord’s request, execute and deliver any reasonable instruments that Landlord or any Lender may request to evidence such subordination (and “SNDA”) so long as the requesting party a commercially reasonable subordination, SNDA includes customary non-disturbance and attornment agreement with protection for Tenant as included in standard or customary commercially reasonable SNDAs. At Tenant’s request, Landlord shall diligently seek an SNDA from its Lender(s). Notwithstanding the preceding provisions of this paragraph, if any such Facility Mortgagee, which shall acknowledge that Lender elects to have this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects Lease prior to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Propertyits ground lease, deed of trust, or any portion thereofmortgage, and gives written notice thereof to all collateral assignments Tenant, then this Lease is deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease, but thereafter if such Lender or lessor succeeds to the rights of Landlord under this Lease, whether by Landlord foreclosure, deed in lieu of foreclosure, termination, or otherwise, then (i) such successor landlord will not be subject to any third party offsets or parties defenses which Tenant might have against Landlord prior to the succession date, (ii) such successor landlord will not be bound by any prepayment by Tenant of any more than one month’s installment of Landlord's rights under this Lease or the rentsrent, issues and profits thereof or therefrom as security for (iii) such successor landlord will not be subject to any liability or indebtedness, direct, indirect or contingent, obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb successor landlord as Tenant's occupancy of the Leased Property or its rights ’s landlord under this Lease as long as there is no existing and continuing Event of Default. IfLease, within fifteen (15v) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed promptly execute and deliver any instruments that may be necessary to evidence such subordinationattornment, provided the same is in a commercially reasonable form which includes reasonable non-disturbance language and attornment agreement(vi) on such attornment, Tenant shall be in breach and default of its obligation to do so and of this Lease shall continue in effect as a direct lease between such successor landlord and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawTenant.

Subordination, Non-Disturbance and Attornment. In All Leases --------------------------------------------- entered into by Grantor after the event that Landlord places any Facility Mortgage on the Leased Propertydate hereof, Tenant agrees if any, shall be subject and subordinate to promptly this Mortgage; provided that, Beneficiary shall enter into, execute and deliver and, if required by applicable law to provide constructive notice, record in the requesting party county where the subject Property is located, a commercially reasonable subordination, attornment and non-disturbance agreement, in form and attornment agreement substance substantially similar to the form attached hereto as Exhibit "C" (a "Nondisturbance Agreement"), with any ---------- ------------------------ Tenant entering into a Lease after the date hereof or, within ten (10) Business Days after written request therefor by Grantor, with any other Tenant under any Lease or prospective Lease (other than a Lease to an Affiliate of Grantor) existing on the date hereof or made or to be made in accordance with the provisions of this Section 15, provided that, with respect to any Lease entered ---------- into after the date hereof, such Facility Mortgageerequest is accompanied by an Officer's Certificate stating that such Lease complies in all respects with this Section ------- 15. All reasonable costs and expenses of Beneficiary in connection with the -- negotiation, which shall acknowledge that this Leasepreparation, Tenant's interest hereunder execution and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien delivery of any Facility Mortgage or Mortgages now or hereafter in force Nondisturbance Agreement including, without limitation, reasonable attorneys' fees and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant disbursements shall be paid by Grantor. Beneficiary shall enter into a Nondisturbance Agreement or an agreement in breach and default any other form reasonably requested by such Tenant, provided that the same does not materially increase the obligations or liabilities of its obligation to do so and Beneficiary from what the same would have been under the form of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawNondisturbance Agreement attached hereto.

Subordination, Non-Disturbance and Attornment. In This Lease shall be subject and subordinate to any mortgage against the event premises, and to any renewals, modifications, increases, extensions, replacements, and substitutions thereof, provided that Landlord places any Facility Mortgage such subordination is expressly conditioned on the Leased Propertymortgagee therein, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, providing LESSEE non-disturbance and attornment agreement with any such Facility Mortgagee, protection pursuant to which LESSEE shall acknowledge that not be disturbed in its possession of the Premises for so long as LESSEE is not in default of this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and . Each such mortgagee shall provide such non-disturbance protection pursuant to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant in required form for such mortgagee (an “SNDA”), and LESSEE shall execute and deliver each such SNDA promptly upon request. In furtherance of the foregoing, LESSEE shall not be required to subordinate to any mortgagee who does not agree to provide such non-disturbance protection pursuant to an SNDA in required form for such mortgagee. If any such mortgagee succeeds to the rights of LESSOR under this Lease, whether through foreclosure, deed-in-lieu of foreclosure, delivery of a new lease or otherwise (a “Successor Landlord”) then at the request of the Successor Landlord and upon Successor Landlord’s written agreement to accept LESSEE’s attornment, LESSEE shall be in breach deemed to have attorned to and default recognized each Successor Landlord as LESSEE’s landlord under this Lease. This provision shall be self-operative and no further instrument of its obligation to do so attornment shall be required; provided however, that LESSEE shall execute, acknowledge, and of deliver such further instruments(s) conforming such attornment as may be reasonably requested by such Successor Landlord. Upon such attornment, this Lease shall continue in full force and Landlord shall be entitled thereupon to exercise any effect as a direct lease between Successor landlord and LESSEE upon all remedies available to Landlord pursuant to of the terms set forth in this Lease or otherwise provided by lawafter such attornment.

Subordination, Non-Disturbance and Attornment. In Section 9.1. This Lease shall be subject and subordinate to each Mortgage placed upon the event that Landlord places Real Property and any Facility Mortgage on portion thereof by Landlord, whether made prior to or after the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that execution of this Lease, Tenantand to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions there-for, and advances made thereunder. This clause shall be self-operative and no further agreement of subordination shall be required to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall promptly execute and deliver, at its own cost and expense, a document, in recordable and reasonable form if requested, that Landlord, any Lessor or any Mortgagee may reasonably request to evidence such subordination. Tenant shall not do anything, or permit anything under its reasonable control that would constitute a default under any Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default thereunder. Notwithstanding the foregoing, before any foreclosure sale under a Mortgage, the Mortgagee shall have the right to subordinate the Mortgage to this Lease, and, in the event of a foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord the purchaser of Landlord's interest hereunder under this Lease. Tenant shall, upon the request of a Mortgagee or purchaser at foreclosure, execute, acknowledge and Tenant's leasehold interest deliver an instrument in reasonable form that has for its purpose and to effect of the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to subordination of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawTenant's attornment to such purchaser.

Subordination, Non-Disturbance and Attornment. At the option of Landlord or any lender of Landlord that obtains a lien against the Real Property, the Building and/or the other Improvements, this Lease shall be either superior or subordinate to all mortgages and deeds of trust, if any, which may hereafter encumber the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that, no such subordination of this Lease to a mortgage or deed of trust shall be effective unless the mortgagee or deed of trust beneficiary executes a non-disturbance agreement that provides that so long as no Event of Default exists under this Lease, Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of the foreclosure of any such mortgage or deed of trust to which this Lease has been subordinated pursuant to this Article. In the event that Landlord places any Facility Mortgage on of a foreclosure or the Leased Propertydelivery of a deed in lieu of foreclosure, Tenant agrees shall become a tenant of and attorn to promptly enter intothe successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all instruments as may be required from time to time to subordinate the rights of Tenant under this Lease to the requesting party a lien of any mortgage or deed of trust (provided that any such instrument include the nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate any mortgage or deed of trust to this Lease. If any mortgage or deed of trust would be superior to this Lease (for example, if any loan obtained by Landlord or an affiliate of Landlord to acquire the Real Property would otherwise be superior to this Lease), then Landlord shall cause the holder of such mortgage or deed of trust to execute such commercially reasonable subordination, instruments as may be required to provide Tenant with the non-disturbance and attornment agreement with rights set forth above (the “Non-Disturbance Documents”). Tenant agrees that any such Facility Mortgageepurchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord (except that successor Landlord shall cure any default that is of a reoccurring nature), which shall acknowledge that this Leasenot be subject to any offsets or defenses Tenant may have against a prior landlord, Tenant's interest hereunder and Tenant's leasehold interest in and shall not be liable for the return of the Security Deposit to the Leased Property are juniorextent it is not actually received by such purchaser or bound by any rent paid for more than the current month in which the foreclosure occurred; provided, inferiorhowever, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects successor Landlord shall be fully responsible for causing the Commencement Date to occur if it has not occurred at the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder time of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and foreclosure. Landlord shall be entitled thereupon not permit any mortgage or deed of trust to exercise any and all remedies available to Landlord pursuant encumber the property which is senior in priority to this Lease unless the mortgagee or otherwise provided by lawdeed of trust beneficiary shall have executed Non-Disturbance Documents as set forth above.

Subordination, Non-Disturbance and Attornment. In It is understood and agreed that this Lease (including all rights of Tenant hereunder) is subject and subordinate to any ground lease or underlying lease (hereinafter called “ground lease”) which may now or hereafter affect the event that Landlord places land or Building of which the Premises form a part and is further subject and subordinate to any Facility Mortgage mortgage or deed of trust or trust indenture (hereinafter called “mortgage”) which may now, or hereafter affect the Lease or the real property of which the Premises form a part, and to any and all advances made under any such mortgage and to the interest thereon, and all renewals, replacements and extensions thereof. This section shall be self-operative and no further instrument or subordination shall be required, but Tenant shall nevertheless at any time hereafter, on the Leased Propertydemand of Landlord, Tenant agrees subject to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance agreements in usual and attornment agreement customary form with any ground Landlord or mortgagee, execute any instruments, releases or other documents that may be required by any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage mortgage holder or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, ground Landlord or any portion thereofof their respective successors in interest to evidence such subordination. If in connection with the financing (existing or future financing) of the Building, and to all collateral assignments by Landlord to any third party or parties the holder of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; with respect to any bond financing, the trustee for any such bond holders, shall request reasonable modifications in this Lease as a condition of approval of such financing, Tenant will not unreasonably withhold, delay or defer making such modifications, provided such lender agrees that they do not unreasonably increase the obligations of Tenant hereunder or materially and adversely affect the leasehold interest created by this Lease. In the event of termination of this Lease through foreclosure of any mortgage to disturb Tenant's occupancy which this Lease is subordinated, or if the ground lease is terminated, Tenant will upon the demand of the Leased Property purchaser of the Premises at the foreclosure sale thereof, or its rights of the Landlord under the ground lease, attorn to and accept such purchaser or ground Landlord as Landlord under this Lease as long as there is no existing and continuing Event of Default. Ifor, within fifteen (15) days following Tenant's receipt of upon demand, enter into a written request by new lease agreement with such purchaser or ground Landlord or for the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and unexpired term of this Lease at the same Rental and Landlord under the same provisions of this Lease. It is further agreed by Tenant that this Lease shall be entitled thereupon subject and subordinate at all times to exercise any other arrangement or right to possession under which Landlord is in control of the Premises, and all remedies available to Landlord pursuant to this Lease the rights of the owner or otherwise provided by lawowners of the Premises, the Building, and the land of which the Building is a part.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on Tenant's rights under this Lease and leasehold interest the Leased PropertyPremises (and any leasehold mortgage encumbering Tenants interest in the same) shall be subject and subordinate to any mortgage, Tenant agrees to promptly enter intodeed of trust or other encumbrance by Landlord of its fee simple and remainder interest in the Property and its rights as Landlord under the Lease ("FEE MORTGAGE"); provided however, execute and deliver to the requesting party a Landlord shall use commercially reasonable subordinationefforts to obtain from a senior landlord, non-disturbance if any now existing, or in the future created, and attornment agreement with any every such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder mortgagee and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien holder of any Facility a Fee Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyPremises (collectively, or the "FEE MORTGAGEES"), a commercially reasonable agreement, in recordable form, wherein subject to the rights of access and inspection specifically reserved in the Lease as amended hereby to Landlord, any portion thereofSenior Landlord and any Fee Mortgagee, and each Fee Mortgagee agrees to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's possession, occupancy or use of the Leased Property Premises or deprive Tenant of any rights specifically granted to Tenant in the Lease as amended hereby or increase any of its rights monetary obligations under this Lease as Lease, or materially increase any other obligations of Tenant under this Lease, so long as there Tenant is no existing not in default (following all applicable notice and continuing Event of Default. If, within fifteen (15cure periods) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of obligations under this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawLease.

Subordination, Non-Disturbance and Attornment. In The Administrative Agent agrees, following receipt from any Loan Party of the event that Landlord places lease, license or other occupancy arrangement (a “Lease”) of any Facility Tower and related property or real property owned or leased by such Loan Party which is subject to a Mortgage on pursuant to Section 5.12 (the “Leased Property”) with any person or entity not prohibited by this Agreement (a “Tenant”), upon the request of the Tenant, to execute and deliver to such Loan Party an agreement in its capacity as Administrative Agreement hereunder, either (x) the Approved Form of SNDA or (y) the Tenant’s requested version thereof in form and substance reasonably satisfactory to the Administrative Agent (an “SNDA”), pursuant to which (a) the Tenant subordinates the Lease and all of Tenant’s rights and estates thereunder to the Security Document held by the Administrative Agent and encumbering the Leased Property, (b) the Tenant agrees that Tenant will attorn to promptly enter intoand recognize the Administrative Agent or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Security Document as the landlord under the Lease for the balance of the leasehold term then remaining, execute and deliver (c) the Administrative Agent consents to the requesting party a commercially reasonable subordinationLease and (d) the Administrative Agent agrees that, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to notwithstanding the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to terms of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in applicable Security Document held by the Leased PropertyAdministrative Agent, or any portion thereofdefault, and to all collateral assignments by Landlord to any third party expiration, termination, foreclosure, sale, entry or parties of any of Landlord's rights other act or omission under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord pursuant to such third party Security Document or partiesa transfer on lieu of foreclosure, and to all future modificationsso long as the Tenant is not in default under such Lease, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees the Tenant shall not to disturb Tenant's occupancy be disturbed in the peaceful enjoyment of the Leased Property nor shall the Lease be terminated or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcanceled at any time, within fifteen (15) days following Tenant's receipt of a written request by Landlord or except in the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or event the Loan Party shall have not executed any such subordination, non-disturbance the right to terminate the Lease under the terms and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawprovisions expressly set forth therein.

Subordination, Non-Disturbance and Attornment. In Concurrently with the event that Landlord places any Facility Mortgage on the Leased Propertymutual execution of this Lease, Landlord, Tenant agrees to promptly enter into, and each Landlord's mortgagee shall execute and deliver a Non-Disturbance, Subordination and Attornment Agreement in substantially the form attached as Exhibit D to this Lease ("Non-Disturbance Agreement"). If a non-disturbance --------- agreement reasonably satisfactory to Tenant is not executed by each existing Landlord's mortgagee and by Landlord by said date, Tenant may at any time thereafter and prior to its actual receipt of such an executed non-disturbance agreement terminate this Lease upon written notice to Landlord. At the requesting party election of any subsequent mortgagee of Landlord, the rights of Tenant hereunder will be subject and subordinate to such mortgagee's Encumbrance (as hereinafter defined); provided, however, that such subordination of Tenant's rights will only be effective if prior to or concurrently therewith, Tenant receives a commercially reasonable subordination, nonNon-disturbance Disturbance Agreement executed by Landlord and attornment agreement with any such Facility Mortgageemortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and Non-Disturbance Agreement Tenant also agrees to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering execute. If Landlord's interest in the Leased PropertyPremises is acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or purchaser at the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgageforeclosure sale, Tenant shall fail attorn to any transferee of or refuse or shall have not executed any such subordinationsuccessor to Landlord's interest in the Property who has previously delivered to Tenant a Non- Disturbance, non-disturbance Subordination and attornment agreement, Tenant shall be in breach and default of its obligation to do so and Attornment Agreement consistent with this Article 13. For purposes of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.Lease, the term "

Subordination, Non-Disturbance and Attornment. In the event that Landlord places elects, in its sole discretion, to place any Facility Mortgage form of financing on the Leased PropertyPremises, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgageelender, which shall acknowledge that this Lease, Tenant's ’s interest hereunder and Tenant's ’s leasehold interest in and to the Leased Property Premises are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any such mortgage (which term when used anywhere in this Lease includes deeds of any Facility Mortgage trust and other security instruments and interests) or Mortgages mortgages now or hereafter in force and effect upon or encumbering Landlord's ’s interest in the Leased PropertyPremises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's ’s rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's ’s receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagemortgage, mortgages or assignments, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In The Administrative Agent agrees, following receipt from any Loan Party of the event that Landlord places lease, license or other occupancy arrangement (a “Lease”) of any Facility Tower and related property or real property owned or leased by such Loan Party which is subject to a Mortgage on pursuant to Section 6.11 (the “Leased Property”) with any person or entity not prohibited by this Agreement (a “Tenant”), upon the request of the Tenant, to execute and deliver to such Loan Party an agreement in its capacity as Administrative Agreement hereunder, either (x) the Approved Form of SNDA or (y) the Tenant’s requested version thereof in form and substance reasonably satisfactory to the Administrative Agent (an “SNDA”), pursuant to which (a) the Tenant subordinates the Lease and all of Tenant’s rights and estates thereunder to the Security Document held by the Administrative Agent and encumbering the Leased Property, (b) the Tenant agrees that Tenant will attorn to promptly enter intoand recognize the Administrative Agent or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Security Document as the landlord under the Lease for the balance of the leasehold term then remaining, execute and deliver (c) the Administrative Agent consents to the requesting party a commercially reasonable subordinationLease and (d) the Administrative Agent agrees that, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to notwithstanding the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to terms of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in applicable Security Document held by the Leased PropertyAdministrative Agent, or any portion thereofdefault, and to all collateral assignments by Landlord to any third party expiration, termination, foreclosure, sale, entry or parties of any of Landlord's rights other act or omission under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord pursuant to such third party Security Document or partiesa transfer on lieu of foreclosure, and to all future modificationsso long as the Tenant is not in default under such Lease, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees the Tenant shall not to disturb Tenant's occupancy be disturbed in the peaceful enjoyment of the Leased Property nor shall the Lease be terminated or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcanceled at any time, within fifteen (15) days following Tenant's receipt of a written request by Landlord or except in the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or event the Loan Party shall have not executed any such subordination, non-disturbance the right to terminate the Lease under the terms and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawprovisions expressly set forth therein.

Subordination, Non-Disturbance and Attornment. In This Lease --------------------------------------------- shall be subject and subordinate to any Mortgage which is hereafter executed or recorded securing a Loan, provided, however, such subordination shall only be effective if the event Lender agrees in a written subordination of substantially the same substance as the document attached hereto as Exhibit "F", with such non- ----------- material changes as the Landlord may reasonably request, that Landlord places so long as there exists no outstanding Event of Default at the time the Mortgage terminates by foreclosure or otherwise: (i) this Lease shall survive such termination; (ii) the Lender or any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering purchaser acquires Landlord's interest under this Lease pursuant to or in lieu of proceedings for enforcement of any Mortgage, the Leased Property, Lender or any portion thereof, and to purchaser shall assume all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under obligations hereunder arising during the period commencing on the date of such acquisition and ending on the date such interest is conveyed or transferred to a subsequent party that assumes the obligations of Landlord hereunder arising during the period such party so holds Landlord's interest, subject in all events to the terms of Paragraph 30 of this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant covenants and agrees to execute and deliver, upon request by Landlord, the subordination described above, and any additional documents evidencing the subordination of this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements with respect to any such mortgage, mortgages Mortgage reasonably required by the Lender and the agreement of Tenant to attorn to the Lender or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawpurchaser.

Subordination, Non-Disturbance and Attornment. In This Lease, except for Section 24, at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the event that Landlord places real property of which the leased premises are a part and to any Facility Mortgage and all advances made on the Leased Propertysecurity thereof and to all renewals, Tenant agrees modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to promptly enter intoquiet possession of the leased premises pursuant to this Lease shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, execute and deliver unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the requesting party lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the. date of recording thereof. Lessor agrees, upon request by Lessee, to use best efforts to obtain a commercially reasonable subordination, non-disturbance and attornment agreement with from any such Facility Mortgagee, which shall acknowledge that mortgagee beneficiary of a deed of trust or lessor of Lessor. Lessee agrees to execute any documents not inconsistent with this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and Lease required to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects effectuate such subordination or to make this Lease prior to the lien of any Facility Mortgage ground lease, mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in written deed of trust, as the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcase may be, within fifteen tell (1510) days following Tenant's receipt after written demand. Failure of a Lessee to execute any statements or instruments necessary or desirable to effectuate this Section 22.15 with-in ten (10) days after written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation Lessor to do so shall constitute a material default under this Lease. In the event any Proceedings are brought for foreclosure, or in the event of the exercise of the Power of sale under any mortgage or deed of trust made by Lessor covering the leased premises, or should the lease in which Lessor is the lessee be terminated, Lessee shall attorn to the Purchaser or lessor under such lease upon any foreclosure, sale or lease termination and recognize the purchaser or lessor as Lessor under this Lease, provided that the purchaser or lessor shall acquire and accept the leased premises subject to this Lease. Upon failure by Lessee to execute any statements or instruments necessary or desirable to effect the foregoing provisions of this Lease Section 22.15 within ten (10) days after written request to do so by Lessor, in addition to any other rights or remedies of Lessor hereunder, Lessee hereby irrevocably appoints Lessor as its attorney-in-fact with the full power and Landlord shall be entitled thereupon authority to exercise execute and deliver in the name of Lessee any and all remedies available to Landlord pursuant to of the statements or instruments set forth in this Lease or otherwise provided by lawSection 22.15.

Subordination, Non-Disturbance and Attornment. Within ten (10) days after request of Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien of any first mortgage or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. In the event that any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord places any Facility Mortgage on covering the Leased PropertyPremises, Tenant agrees to promptly enter into, execute and deliver shall attorn to the requesting party purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Tenant will agree to confirm its subordination and attornment in the form attached hereto as Exhibit D or pursuant to another subordination, non-disturbance and attornment reasonably requested by Landlord’s lender. Notwithstanding anything to the contrary contained herein, Tenant shall only be obligated under this Paragraph 28m if such bank, insurance company or other lending institution or purchaser upon any such foreclosure or sale (a) recognizes Tenant's interest under this Lease, (b) agrees that, so long as Tenant is not in default under this Lease beyond any applicable cure periods, not to disturb Tenant's possession of the Premises, and (c) executes and delivers a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest substantially in the Leased Property, form attached hereto as Exhibit D or any portion thereof, and pursuant to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such another subordination, non-disturbance and attornment agreementreasonably requested by Landlord’s lender. Within ten (10) days after request of Tenant, Tenant shall Landlord will, in writing, execute a landlord waiver of liens in favor of a secured lender of Tenant, such waiver to be in breach and default of its obligation a form reasonably satisfactory to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawLandlord.

Subordination, Non-Disturbance and Attornment. In If the event that Landlord places any Facility Mortgage on the Leased PropertyDemised Premises is subject to existing financing, Tenant agrees that this Lease shall be subject and subordinate to promptly enter into, execute any existing first mortgage or deed of trust which affects the Demised Premises if and deliver to only upon the requesting party condition that Landlord and the mortgagee or holder of a commercially reasonable deed of trust provide Tenant with a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit I prior to or simultaneous with the execution of this Lease (the "SNDA"), which provides that in the event of any foreclosure, sale under power of sale, or transfer in lieu of any of the foregoing pursuant to any such Facility Mortgageelease or security instrument Tenant’s use, which possession and enjoyment of the Demised Premises shall acknowledge that not be disturbed and this Lease, Tenant's interest hereunder and Tenant's leasehold interest Lease shall continue in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in full force and effect upon or encumbering so long as Tenant is not in default hereunder beyond any applicable cure periods. Landlord further agrees to promptly record the fully executed SNDA at Landlord's interest ’s sole cost and expense in the Leased Property, or any portion thereof, appropriate recording office and to all collateral assignments by Landlord promptly deliver the original recorded SNDA to Tenant. Tenant agrees that this Lease shall be subject and subordinate to any third party first mortgage or parties deed of any trust hereafter placed upon the Demised Premises if and only upon the condition that Landlord and the mortgagee or holder of a deed of trust provide Tenant with an executed SNDA substantially in the form of Exhibit I. Once the SNDA has been executed by the lender and Tenant, Landlord agrees to record the fully executed SNDA at Landlord's rights under this Lease or ’s sole cost and expense in the rents, issues and profits appropriate recording office within sixty (60) business days after receipt thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, from Tenant and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy promptly deliver a copy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following recorded SNDA to Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant a. The LESSEE agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder Lease will be subject and Tenant's leasehold interest in and subordinate to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any mortgages or deeds of any Facility Mortgage or Mortgages trust now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased Property, or any portion thereofSpace and to all modifications thereto, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues present and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements advances made with respect to any such mortgage, mortgages mortgage or assignmentsdeed of trust; provided such lender agrees not to disturb Tenant's occupancy of that, the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgageinstrument agrees in writing that the LESSEE’S possession of the Leased Space will not be disturbed so long as the LESSEE will continue to perform its duties and obligations under this Lease and the LESSEE’S obligation to perform the duties and obligations will not be in any way increased or its rights diminished by the provisions of this paragraph. The LESSEE agrees to attorn to the mortgagee, Tenant shall fail trustee, or refuse or shall have not executed beneficiary under any such subordinationmortgage or deed of trust, nonand to the purchaser in a sale pursuant to the foreclosure thereof; provided that, the LESSEE’S possession of the Leased Space will not be disturbed so long as the LESSEE will continue to perform its duties and obligations under this Lease. The LESSEE’S obligations hereunder are conditioned upon receipt by the LESSEE, within ten (10) business days after the LESSEE’S notice of its intent to exercise the Option, or within ten (10) business days after the date of creation of any future mortgages or deeds of trust, of a Subordination, Non-disturbance and attornment agreementAttornment Agreement in form reasonably acceptable to the LESSEE, Tenant shall be in breach and default from any holder of its obligation a mortgage, deed to do so and secure debt, or deed of trust to which this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease is, or otherwise provided by lawwill become, subordinate.

Subordination, Non-Disturbance and Attornment. In Lessor may, subject to the event that Landlord places terms and conditions set forth in this Article 17, from time to time create or otherwise cause to exist any Facility Mortgage on upon the Leased Property to secure any borrowing or other means of financing or refinancing. Any such Facility Mortgage (i) shall contain the right to prepay (whether or not subject to a prepayment penalty), (ii) shall be placed with or held by a commercial bank or savings and loan association, trust company, insurance company, pension or retirement fund, real estate investment trust, college, university, charitable or religious organization or other similar institutional lenders authorized to make loans in the State of West Virginia, (iii) shall cover only the Leased Property, Tenant agrees (iv) shall be for such amounts and provide terms of payment such that the aggregate principal balance from time to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such time outstanding under all Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to Mortgages on the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects from time to time shall not exceed the lien amount of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and Purchase Price to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security be paid for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property by Lessee during months 12-23 of the Term pursuant to Article 23, below. The parties acknowledge that as of the Commencement Date the Leased Property will be subject to an existing Facility Mortgage (the “Existing Facility Mortgage”) in favor of the Ohio Valley Bank (the “Existing Facility Mortgagee”) and that such Existing Facility Mortgage (and one or its rights under this more refinancings thereof) may provide for the financing of the cost of the construction of the Facility and other purposes during all or a portion of the Lease Term. Provided that Lessor shall have first obtained and delivered to Lessee a Non-Disturbance Agreement (as long as there is no existing hereinafter defined and continuing Event of Default. If, within fifteen (15described) days following Tenant's receipt of a written request by Landlord or from the holder or proposed holder Facility Mortgagee of any such Facility Mortgage, Tenant shall fail or refuse or and in the case of the Existing Facility Mortgage shall have not executed delivered such Non-Disturbance Agreement to Lessee on or before the Commencement Date, this Lease and all the rights of Lessee hereunder will be subordinate to such Facility Mortgage and to all modifications, extensions, substitutions and refinancings thereof and all advances made or hereafter to be made thereunder. This clause shall be self-operative and no further instrument of subordination shall be required in order to effect such subordination but Lessee agrees to execute and deliver such additional instruments as Lessor or its lender may reasonably require in order to confirm such subordination or otherwise carry out the intent of this section. In connection with and as a condition precedent to any such subordinationsubordination on the part of Lessee to any Facility Mortgage, including the Existing Facility Mortgage, Lessor shall provide Lessee with a non-disturbance agreement (the “Non Disturbance Agreement”) reasonably acceptable to Lessee executed by the Facility Mortgagee and attornment agreementproviding that should such Facility Mortgagee (or a purchaser at a judicial or non-judicial sale or foreclosure) acquire title or control of or sell the Land and Leased Improvements, Tenant or any part thereof, of which the Leased Property is a part by way of the exercise of a power of sale, foreclosure or deed in lieu of power of sale or foreclosure, or otherwise, that such Facility Mortgagee, or any purchaser at such sale or other grantee or transferee of the Land and Leased Improvements, or any part thereof, shall be in breach and default of its obligation acquire or hold the same subject to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to will not disturb Lessee’s possession under this Lease for the remainder of the Term hereof. Such Non-Disturbance Agreement will recognize Lessee’s rights under this Lease, including without limitation its purchase rights as provided under Article 23 hereof, and will permit insurance proceeds or otherwise provided condemnation awards to be used for any restoration or repair required by lawthe provisions of Section 3.1.1 and Articles 12 and 13 of this Lease. In such event, Lessee hereby agrees to attorn to and reorganize such purchaser or other grantee or transferee as Lessor under this Lease.

Subordination, Non-Disturbance and Attornment. In This Lease --------------------------------------------- and the event that Landlord places estate, interest and rights hereby created are subordinate to any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages mortgage now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased PropertyDemised Premises, or including, without limitation, any portion thereofmortgage on any leasehold estate, and to all collateral assignments renewals, modifications, consolidations, replacements and extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Demised Premises, including any mortgagee or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term, provided, however, that Tenant receives a non-disturbance agreement from any such mortgagee or holder of any estate or interest having priority over this Lease. Tenant's obligation to subordinate its interest hereunder and to attorn to such prior interest holder is expressly conditioned upon Tenant receiving the foregoing non-disturbance agreement. Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and, in that event, such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Tenant, if requested by Landlord, shall execute any such instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this paragraph. Provided this Lease shall at all times be in full force and effect and provided, further, that there shall exist no Event of Default by Tenant hereunder, the right of possession by Tenant to possess and quietly enjoy the Demised Premises and any third party or parties all of any of LandlordTenant's rights under this Lease shall not be affected in any way or disturbed by any lender doing business with Landlord in the rents, issues exercise of any such lender's rights under any formal agreements between such lender and profits thereof or therefrom Landlord. Tenant shall not be named as security a party defendant to any foreclosure of any lien of any mortgage for any liability or indebtedness, direct, indirect or contingent, the purpose of Landlord to such third party or partiesterminating this Lease, and to all future modificationsTenant shall not, extensionsby an such foreclosure, renewals, consolidations and replacements of, and all amendments and supplements to be in any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or other way foreclosed from its rights under this Lease as long as there is no existing Lease. In the event that any such lender or its successors or assigns comes into possession of the Demised Premises or acquires the leasehold interest of Landlord by foreclosure of any mortgage between any such lender and continuing Event of Default. IfLandlord, within fifteen (15) days following Tenant's receipt of a written request or by proceedings on any note executed by Landlord or the holder or proposed holder in favor of any such Facility Mortgagelender or otherwise, Tenant this Lease shall fail or refuse or shall have not executed be terminated by any such subordinationforeclosure or proceedings; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any such lender upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that the Demised Premises or Landlord's leasehold interest therein is sold or otherwise disposed of pursuant to any right or power contained in any mortgage or any note between any such lender and Landlord, or as a result of proceedings thereon, this Lease shall not be terminated or affected thereby, and the purchaser of the Demised Premises or of Landlord's leasehold interest therein or any person or entity acquiring title thereto shall so acquire it, subject to this Lease; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any party acquiring title to Landlord's leasehold interest therein, as aforesaid, upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that there is a current mortgagee or lender with an interest in the Demised Premises which is superior to the interest of Tenant hereunder, Landlord and Tenant hereby agree that on or before the date of execution of this Lease by Tenant, Landlord shall deliver a non-disturbance agreement to Tenant in a form and attornment agreementcontent reasonably acceptable to Landlord, Tenant shall be in breach executed by such mortgagee or lender and default expressly stating the agreement of its obligation such mortgagee or lender to do so and comply with the provisions of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawparagraph.

Subordination, Non-Disturbance and Attornment. In Within 15 --------------------------------------------- Business Days following receipt from any Loan Party of the event that Landlord places lease, license or other occupancy arrangement (a "Lease") of any Facility Tower and related property or ----- real property owned or leased by such Loan Party which is subject to a Mortgage pursuant to Section 6.11 (the "Leased Property") with any person or entity not --------------- prohibited by this Agreement (a "Tenant") and either (x) the Approved Form of ------ SNDA or (y) the Tenant's requested version thereof, the Administrative Agent, individually and on behalf of each of the Lenders, shall execute and deliver to such Loan Party an agreement (an "SNDA") in form and substance reasonably ---- satisfactory to the Administrative Agent pursuant to which (a) the Tenant subordinates the Lease and all of Tenant's rights and estates thereunder to the Security Document held by the Administrative Agent and encumbering the Leased Property, (b) the Tenant agrees that Tenant will attorn to promptly enter intoand recognize the Administrative Agent or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Security Document as the landlord under the Lease for the balance of the leasehold term then remaining, execute and deliver (c) the Administrative Agent consents to the requesting party a commercially reasonable subordinationLease and (d) the Administrative Agent agrees that, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to notwithstanding the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to terms of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in applicable Security Document held by the Leased PropertyAdministrative Agent, or any portion thereofdefault, and to all collateral assignments by Landlord to any third party expiration, termination, foreclosure, sale, entry or parties of any of Landlord's rights other act or omission under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord pursuant to such third party Security Document or partiesa transfer on lieu of foreclosure, and to all future modificationsso long as the Tenant is not in default under such Lease, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees the Tenant shall not to disturb Tenant's occupancy be disturbed in the peaceful enjoyment of the Leased Property nor shall the Lease be terminated or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcanceled at any time, within fifteen (15) days following Tenant's receipt of a written request by Landlord or except in the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or event the Loan Party shall have not executed any such subordination, non-disturbance the right to terminate the Lease under the terms and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawprovisions expressly set forth therein.

Subordination, Non-Disturbance and Attornment. Notwithstanding anything to the contrary set forth in this Section 16, as a condition precedent to the future subordination of this Lease to a future ground or underlying lease or any Mortgage, the documents effecting such subordination of this Lease as described in the last sentence of Section 16(a) shall be required to provide Tenant with commercially reasonable non-disturbance provisions in favor of Tenant from the ground or underlying lessor or Mortgagee in question. Such agreement (an “SNDA”) shall provide that, so long as Tenant is paying the Rent due under this Lease and no Tenant Default exists, its right to possession and the other terms of this Lease shall remain in full force and effect. Tenant acknowledges and agrees that such SNDA may include other commercially reasonable provisions in favor of the Mortgagee, including additional time on behalf of the Mortgagee to cure defaults of Landlord and provided that: (i) neither the Mortgagee nor any successor-in-interest shall be bound by (A) any payment of the Base Rent, Additional Charges, or Additional Rent, or other sum due under this Lease for more than one (1) month prior to their due date, or (B) any agreement terminating, amending or modifying this Lease made without the express written consent of the Mortgagee (except for amendments or modifications (a) that Landlord is entitled to enter into without the consent of Mortgagee pursuant to the terms of the mortgage or any other loan documents relating thereto, or (b) made solely for purposes of documenting the exercise of rights expressly set forth in this Lease); (ii) neither the Mortgagee nor any successor-in-interest will be liable for any act or omission or warranties of any prior landlord (including Landlord), (B) the breach of any warranties or obligations relating to construction of improvements on the Project or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (C) the return of any security deposit, except to the extent such deposits have been received by Mortgagee; and (iii) neither Mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord)); provided, however the foregoing shall in no event be interpreted to waive any right of offset expressly provided Tenant herein or any defense which Tenant may have to the extent the same may arise in connection with circumstances arising or continuing after the date of such Mortgagee's or any successor-in-interest's succession to the interest of any prior landlord. Without limiting the form of SNDA which Tenant is obligated to sign pursuant to the provisions of this Section, Tenant acknowledges and agrees that the form of SNDA attached hereto as Exhibit E satisfies the requirements of this Section. Simultaneously with the execution, Landlord shall facilitate obtaining an SNDA from the current Mortgagee for the Project (the “Current SNDA”). In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force conflict between the provisions of this Section 16(b) and effect upon or encumbering Landlord's interest in the Leased Property, Current SNDA or any portion thereof, and to all collateral assignments other SNDA entered into by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any the Current SNDA or such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant other SNDA shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawcontrol.

Subordination, Non-Disturbance and Attornment. In This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the event Property or any interest of Landlord therein which is now existing or hereafter executed or recorded (“Encumbrance”); provided, however, that Landlord places such subordination shall only be effective if this Lease and Tenant’s rights hereunder shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as Tenant is not in default under this Lease beyond any Facility Mortgage on the Leased Propertyapplicable cure period. Simultaneously with Tenant’s execution and delivery of this Lease, Tenant agrees to promptly enter into, shall execute and deliver to Landlord the requesting party Non-Disturbance, Attornment, Estoppel and Subordination Agreement attached hereto as Exhibit F (the “NDESA”). At any time after execution of this Lease and within ten (10) days after written request therefor by Landlord, Tenant shall execute and deliver to Landlord the NDESA, or any additional documents in form reasonably requested by Landlord (including without limitation, a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and replacement NDESA) to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage correct clerical errors or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest omissions in the Leased NDESA, to replace lost or destroyed originals of the NDESA, or to permit recording of the NDESA with the County land title records for the Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties otherwise evidence the subordination of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements with respect to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy Encumbrance and the nondisturbance agreement of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility MortgageEncumbrance, provided the conditions of the first sentence of this Section 20.1 are satisfied and said documents shall not limit or reduce Tenant’s rights under the Lease. If the interest of Landlord in the Property is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall fail or refuse or shall have not executed any such subordinationimmediately and automatically attorn to the new owner, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease shall continue in full force and Landlord shall be entitled thereupon to exercise any effect as a direct lease between the transferee and all remedies available to Landlord pursuant to Tenant on the terms and conditions set forth in this Lease or otherwise provided by lawLease.

Subordination, Non-Disturbance and Attornment. In All Leases entered into by Borrower after the event date hereof shall by their express terms be subject and subordinate to this Mortgage (through a subordination provision contained in such Lease) and shall provide that Landlord places the Tenant thereunder shall attorn to Lender or any Facility Mortgage other Person succeeding to the interests of Lender upon the exercise of its remedies hereunder or any transfer in lieu thereof on the Leased Propertyterms set forth in Section 15(f); provided that, Tenant agrees to promptly Lender shall enter into, execute and deliver and, if required by applicable law to provide constructive notice, record in the requesting party county where the subject Property is located, a commercially reasonable subordination, attornment and non-disturbance agreement, in form and attornment agreement substance substantially similar to the form attached hereto as Exhibit B (a "Nondisturbance Agreement"), with any Tenant (other than an affiliate of Borrower) entering into a Lease for office space covering in excess of 20,000 square feet or for retail space covering in excess of 5,000 square feet after the date hereof or, within ten (10) Business Days after written request therefor by Borrower, with any other Tenant under any Lease or prospective Lease (other than a Lease to an Affiliate of Borrower) existing on the date hereof or made or to be made in accordance with the provisions of this Section 15, provided that, with respect to any Lease entered into after the date hereof, such Facility Mortgageerequest is accompanied by an Officer's Certificate stating that such Lease complies in all respects with this Section 15. All reasonable costs and expenses of Lender in connection with the negotiation, which shall acknowledge that this Leasepreparation, Tenant's interest hereunder execution and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien delivery of any Facility Mortgage or Mortgages now or hereafter in force Nondisturbance Agreement including, without limitation, reasonable attorneys' fees and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant disbursements shall be paid by Bxxxxxxx (in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided advance, if requested by lawLxxxxx).

Subordination, Non-Disturbance and Attornment. In the event that Landlord places This Agreement is and shall be subject and subordinate to all ground and underlying leases, all mortgages, deeds of trust or other encumbrances, and any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modificationsrenewals, extensions, renewalsmodifications, consolidations and replacements of, and of any or all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property foregoing, now or its rights under hereafter affecting all or any portion of the premises subject to this Lease Agreement, provided, however, that as long as there is no existing and continuing Event a condition of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, nonthe mortgagee, transferee, purchaser, lessor or beneficiary shall agree that N-disturbance Ovation’s use of the premises subject to this Agreement shall not be disturbed, nor shall its obligations be enlarged or its rights abridged. Without diminishing any other rights of N-Ovation provided for elsewhere herein or in the Water Park Lease (for example, any termination rights that have expressly been granted to N-Ovation herein or in the Water Park Lease), in the event any proceedings are brought for default under any ground or underlying lease or for the foreclosure of any mortgage, deed of trust or other encumbrance to which this Agreement is subject and attornment agreementsubordinate, Tenant shall be N-Ovation shall, upon request of the party succeeding to the interest of Mountain Creek as a result of such proceedings, automatically attorn to and become the tenant of such successor in breach and default of its obligation to do so and interest without change in the terms of this Lease Agreement. N-Ovation shall, on request by, and Landlord shall without cost to Mountain Creek or such successor in interest, execute and promptly deliver any instruments confirming such attornment. Executed to be entitled thereupon effective as of the date first set forth above. MOUNTAIN CREEK: Mountain Creek Resort, Inc., a New Jersey corporation By: Name: Its: N-OVATION N-Ovation Park Management, IDC., a Delaware corporation By: Name: Title: EXHIBIT A (Attached to exercise any and all remedies available forming a part of License Agreement between Mountain Creek Resort, Inc. and N-Ovation Park Management, Inc.) DRAWING SHOWING THE WATER PARK PROPERTY EXHIBIT B (Attached to Landlord pursuant to this Lease or otherwise provided by law.and forming a part of License Agreement between Mountain Creek Resort, Inc. and N-Ovation Park Management, Inc.) DRAWING SHOWING THE GENERAL LOCATION OF CERTAIN OF THE SHARED FACILITIES Exhibit C Definitions

Subordination, Non-Disturbance and Attornment. In Lessor may, subject to the event that Landlord places terms and conditions set forth in this Article 17, from time to time, create or otherwise cause to exist any Facility Mortgage on upon the Leased PropertyProperties to secure any borrowing or other means of financing or refinancing from or with a commercial bank or savings and loan association, Tenant agrees trust company, insurance company, pension or retirement fund, real estate investment trust, college, university, charitable or religious organization or other similar institutional lenders authorized to promptly enter intomake loans in the State of Florida. The parties acknowledge that, execute and deliver to as of the requesting party a commercially reasonable subordinationCommencement Date, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and will be subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any an existing Facility Mortgage or Mortgages now or hereafter in force favor of Omega (the "Existing Facility Mortgage"). Provided that Lessor shall have first obtained and effect upon or encumbering Landlord's interest in delivered to Lessee a Non-Disturbance Agreement (as hereinafter defined and described) from the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder Facility Mortgagee of any such Facility Mortgage, Tenant this Lease and all the rights of Lessee hereunder will be subordinate to such Facility Mortgage and to all modifications, extensions, substitutions and refinancings thereof and all advances made or hereafter to be made thereunder. This clause shall fail or refuse or be self-operative and no further instrument of subordination shall have not executed any be required in order to effect such subordination. In connection with and as a condition precedent to such subordination on the part of Lessee to such Facility Mortgage, Lessor shall provide Lessee with a non-disturbance agreement (the "Non Disturbance Agreement") reasonably acceptable to Lessee executed by the Facility Mortgagee and attornment agreementproviding that should such Facility Mortgagee (or a purchaser at a judicial or non-judicial sale or foreclosure) acquire title or control of or sell the Land and Leased Improvements, Tenant or any part thereof, of which a Leased Property or the Leased Properties are a part by way of the exercise of a power of sale, foreclosure or deed in lieu of power of sale or foreclosure, or otherwise, that such Facility Mortgagee, or any purchaser at such sale or other grantee or transferee of the Land and Leased Improvements, or any part thereof, (unless, at Lessee's option, Lessee elects otherwise) shall be in breach and default of its obligation acquire or hold the same subject to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to will not disturb Lessee's possession under this Lease for the remainder of the Term hereof and will recognize Lessee's rights under this Lease. In such event, Lessee hereby agrees to attorn to and reorganize such purchaser or otherwise provided by lawother grantee or transferee as Lessor under this Lease. Lessee acknowledges that, as of the Commencement Date, it has made, executed, delivered and entered into a non-disturbance agreement acceptable to both Lessee and the Existing Facility Mortgagee in satisfaction of the requirements of this Section 17.1.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage The Lease shall be automatically subordinate to all existing and future mortgages on the Leased PropertyPremises, and Tenant agrees to promptly attorn to Landlord’s successor following any foreclosure, sale or transfer; provided, that the mortgagee, transferee or purchaser agrees that Tenant’s use or possession of the Premises shall not be disturbed, nor shall its obligations be enlarged or its rights be abridged by reason of any such transaction so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. Any Landlord’s mortgagee may elect, at any time, unilaterally, to make this Lease superior to its mortgage, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; provided, however, at the request of Landlord or Tenant, the parties agree to enter intointo a written Subordination, execute Non-Disturbance and deliver Attornment Agreement in the form attached hereto as Exhibit C which shall be filed in the official public records of the appropriate governmental authority having jurisdiction over real property records in the county in which the Premises is located. Notwithstanding any foreclosure, sale under any mortgage or deed in lieu of foreclosure, this Lease shall remain in full force and effect. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s mortgagee whose address has been given to Tenant, and affording such Landlord’s mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. If Landlord’s mortgagee shall succeed to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that interest of Landlord under this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien such successor shall not be: (1) liable for any act or omission of any Facility Mortgage prior lessor (including Landlord); (2) bound by any rent or Mortgages now additional rent or hereafter in force and effect upon or encumbering Landlord's interest in advance rent which Tenant might have paid for more than the Leased Property, or any portion thereof, and to all collateral assignments by Landlord current month to any third party or parties of any of prior lessor (including Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of), and all amendments such rent shall remain due and supplements owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to such successor and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (5) subject to the offsets which Tenant might have against any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate to periods of time following, as applicable, the acquisition of the Building by Landlord’s mortgagee, and (C) Tenant has provided written notice to such mortgage, mortgages or assignments; successor and provided such lender agrees not successor a reasonable opportunity to disturb Tenant's occupancy of cure the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Defaultevent giving rise to such offset event. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or Such successor shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord no liability or responsibility under or pursuant to the terms of this Lease or otherwise provided by lawafter it ceases to own an interest in the Building. Nothing in this Lease shall be construed to require Landlord’s mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan.

Subordination, Non-Disturbance and Attornment. In This Lease shall be subject and subordinate to any ground lease, mortgage or deed of trust or other encumbrance which now affects the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, Premises or any portion thereof, provided that on the Acquisition Date, Landlord obtains from every senior landlord, mortgagee and holder of a deed of trust or mortgage upon the Premises and from any other person or entity having an interest or estate in the Premises superior to Tenant (each a “Landlord’s Mortgagee” and collectively, “Landlord’s Mortgagees”), a Subordination, Non-Disturbance and Attornment Agreement in recordable form and substantially similar to the form of Addendum I attached hereto and made a part hereof (each a “Subordination, Non-Disturbance and Attornment Agreement”), or such other commercially reasonable form subject to reasonable approval of all collateral assignments by parties thereto. Landlord may subordinate this Lease to any third party future ground Lease, deed of trust or parties mortgage encumbering the Premises, and advances made on the security thereof and any renewals, modifications, consolidations, replacements, or extensions thereof, whenever made or recorded. Landlord’s right to so subordinate is subject to Landlord providing Tenant with a written Subordination, Non-disturbance and Attornment Agreement from the future ground lessor, beneficiary or mortgagee wherein Tenant’s right to peaceable possession of any the Premises during the Term will not be disturbed if Tenant pays the Rent and performs all of Landlord's rights Tenant’s obligations under this Lease and is not otherwise in default, in which case Tenant shall attorn to the transferee of or successor to Landlord’s interest in the Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary, or mortgagee elects to have this Lease be superior to its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, then this Lease will be deemed superior to the ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of the ground lease, deed of trust or mortgage or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, date of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawrecording thereof.

Subordination, Non-Disturbance and Attornment. In (a) This Lease is and shall be subject and subordinate to all mortgages and deeds of trust and to all renewals, modifications, consolidations, replacements, and extensions of such documents (collectively, “Mortgages;” and the event holder of any Mortgage is a “Mortgagee’’) which may now or hereafter affect the Premises; provided, however, that at Landlord’s election, this Lease shall be superior to any or all Mortgages. The subordination in this Section 14(a) is self-executing and no further instrument shall be required to establish the subordination set forth herein. Upon request of Tenant, and at Tenant’s sole cost and expense, Landlord places any Facility Mortgage on the Leased Property, Tenant agrees shall use commercially reasonable efforts to promptly enter into, execute obtain and deliver to the requesting party a commercially Tenant from any present or future Mortgagee such Mortgagee’s customary and reasonable form of written subordination, non-disturbance and attornment agreement with any such Facility in recordable form providing, among other things, that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the Mortgagee, which shall acknowledge that this Leaseon such customary terms and conditions as such Mortgagee may reasonably require, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's ’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the Mortgagee in any action or proceeding to foreclose thereunder. In addition, this Lease is and shall be subject and subordinate to the rents, issues existing Ground Lease and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, other existing underlying leases affecting the Premises and to all future renewals, modifications, extensionsconsolidations, renewals, consolidations and replacements ofreplacements, and all amendments extensions thereof. If any Mortgagee requests an SNDA from Tenant, then Tenant shall execute and supplements deliver to any Mortgagee such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy Mortgagee’s commercially reasonable customary form of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, SNDA in recordable form within fifteen twenty (1520) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawrequest.

Subordination, Non-Disturbance and Attornment. In Simultaneously with --------------------------------------------- the event that execution hereof, Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and shall deliver to Tenant with regard to any and all Mortgages (as defined below) encumbering the requesting party Premises and placed thereon by Landlord, a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Propertyform of Exhibit "G" hereto attached, or any portion thereofexecuted by the holder of such Mortgage ("Mortgagee"), as applicable. In addition, throughout the term, Landlord shall deliver to Tenant a non-disturbance and to all collateral assignments attornment agreement in the form of Exhibit "G" executed by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom Mortgagee (as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and applicable) with regard to all future Mortgages and with regard to all renewals, modifications, extensions, renewals, consolidations replacements and replacements of, and all amendments and supplements to any extensions of such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of DefaultMortgages. If, within fifteen (15) days following Upon Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, this Lease shall be subordinate to the corresponding Mortgage. In the event of a foreclosure of any Mortgage, Tenant shall attorn to a Mortgagee or any purchaser at a foreclosure sale (any such foreclosure, or deed in lieu thereof, shall be referred to as a "Foreclosure") of a Mortgage only if such Mortgagee or purchaser executes a writing in breach favor of Tenant which states the following (provided Tenant is not in uncured material default beyond the expiration of any applicable grace periods): (i) this Lease shall not terminate by reason of such Foreclosure, (ii) Tenant's possession of the Premises shall not be disturbed, (iii) the Mortgagee or purchaser upon such Foreclosure shall recognize Tenant and default all its rights hereunder and shall be obligated to fully and completely perform Landlord's duties and obligations under the Lease arising from and after the date of its such Foreclosure, including but not limited to an obligation to do so make all payments to Tenant and satisfy all construction obligations set forth in this Lease, subject to the terms of this Lease any non-disturbance and Landlord attornment agreement executed by said Mortgagee and Tenant, (iv) Tenant shall not be entitled thereupon named as a party in any action for foreclosure, and (v) the Mortgagee, whether or not the Mortgage is foreclosed, shall make all proceeds arising from a casualty or condemnation loss to exercise any and all remedies the Premises available to Landlord pursuant to this Lease or otherwise provided by lawTenant for restoration of the Premises in accordance with the terms hereof.

Subordination, Non-Disturbance and Attornment. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Premises or any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that this Lease and all Tenant's rights thereunder shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise so long as this Lease is in full force and effect and Tenant is not in default under this Lease. In the event that Landlord places any Facility Mortgage on the Leased Propertyorder to confirm such subordination, Tenant agrees to promptly enter into, shall execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a after written request therefor by Landlord and in substantially the form attached hereto as Exhibit D, or in such other form as may be requested by Landlord or its lender that is mutually and reasonably acceptable in form to Tenant and such lender, any additional documents evidencing the holder or proposed subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Facility MortgageEncumbrance, provided that no such documents shall limit or reduce Tenant's rights under this Lease as between Landlord and Tenant. If the interest of Landlord in the Premises is transferred pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall fail or refuse or immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Notwithstanding anything contained herein to the contrary, if the holder of any Encumbrance elects to have not executed any such subordination, non-disturbance and attornment agreementthis Lease be prior to its lien, Tenant shall be in breach and default agrees that upon receipt of its obligation to do so and notice of same from Landlord or such Encumbrance holder, this Lease and Landlord shall will be entitled thereupon prior to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawsuch lien.

Subordination, Non-Disturbance and Attornment. In Within ten Business Days following receipt from any Loan Party of the event that Landlord places lease, license or other occupancy arrangement (a "Lease") of any Facility Tower and related property or real property owned or leased by such Loan Party which is subject to a Mortgage pursuant to Section 5.12 (the "Leased Property") with any person or entity not prohibited by this Agreement (a "Tenant") and either (x) the Approved Form of SNDA or (y) the Tenant's requested version thereof, the Administrative Agent, individually and on behalf of each of the Lenders, shall execute and deliver to such Loan Party an agreement (an "SNDA") in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (a) the Tenant subordinates the Lease and all of Tenant's rights and estates thereunder to the Security Document held by the Administrative Agent and encumbering the Leased Property, (b) the Tenant agrees that Tenant will attorn to promptly enter intoand recognize the Administrative Agent or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Security Document as the landlord under the Lease for the balance of the leasehold term then remaining, execute and deliver (c) the Administrative Agent consents to the requesting party a commercially reasonable subordinationLease and (d) the Administrative Agent agrees that, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to notwithstanding the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to terms of the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in applicable Security Document held by the Leased PropertyAdministrative Agent, or any portion thereofdefault, and to all collateral assignments by Landlord to any third party expiration, termination, foreclosure, sale, entry or parties of any of Landlord's rights other act or omission under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord pursuant to such third party Security Document or partiesa transfer on lieu of foreclosure, and to all future modificationsso long as the Tenant is not in default under such Lease, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees the Tenant shall not to disturb Tenant's occupancy be disturbed in the peaceful enjoyment of the Leased Property nor shall the Lease be terminated or its rights under this Lease as long as there is no existing and continuing Event of Default. Ifcanceled at any time, within fifteen (15) days following Tenant's receipt of a written request by Landlord or except in the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or event the Loan Party shall have not executed any such subordination, non-disturbance the right to terminate the Lease under the terms and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawprovisions expressly set forth therein.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places elects, in its sole discretion, to place any Facility Mortgage form of financing on the Leased PropertyPremises, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgageelender, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property Premises are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien any such mortgage (which term when used anywhere in this Lease includes deeds of any Facility Mortgage trust and other security instruments and interests) or Mortgages mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyPremises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagemortgage, mortgages or assignments, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

Subordination, Non-Disturbance and Attornment. In Landlord represents and warrants to Tenant that as of the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that date of this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and neither the Land nor the existing buildings situated thereon are subject to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any ground leases or underlying leases or the lien of any Facility Mortgage Mortgage. Notwithstanding anything to the contrary set forth in this Section 16, as a condition precedent to the future subordination of this Lease to a future ground or Mortgages now underlying lease or hereafter in force and effect upon or encumbering Landlord's interest any Mortgage, the documents effecting such subordination of this Lease as described in the Leased Propertylast sentence of Section 16(a) shall be required to provide Tenant with commercially reasonable non-disturbance provisions in favor of Tenant from the ground or underlying lessor or Mortgagee in question. Such agreement (an “SNDA”) shall provide that, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights so long as Tenant is paying the Rent due under this Lease and no Tenant Default exists, its right to possession and the other terms of this Lease shall remain in full force and effect. Additionally, in the case of any Mortgage recorded prior to completion of Landlord’s Work and Tenant’s Work, the SNDA shall be required to include the agreement of the Mortgagee, that upon Landlord’s default, that the Mortgagee will either complete construction of Landlord’s Work, or grant Tenant the rentsright to complete Landlord’s Work in accordance with Landlord’s Plans and offset the cost reasonably incurred by Tenant in completing Landlord’s Work in accordance with Landlord’s Plans, issues and profits thereof or therefrom as security for will further provide that Tenant shall expressly retain all offset rights regarding any liability or indebtednessunfunded amount of the Tenant Allowance. Tenant acknowledges and agrees that such SNDA may include other commercially reasonable provisions in favor of the Mortgagee, direct, indirect or contingent, including additional time on behalf of the Mortgagee to cure defaults of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to provide that: (i) neither the Mortgagee nor any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy successor-in-interest shall be bound by (A) any payment of the Leased Property Base Rent, Additional Charges, or its rights Additional Rent, or other sum due under this Lease as long as there for more than one (1) month prior to their due date, or (B) any agreement terminating, amending or modifying this Lease made without the express written consent of the Mortgagee (except for amendments or modifications (a) that Landlord is no existing and continuing Event entitled to enter into without the consent of Default. IfMortgagee pursuant to the terms of the mortgage or any other loan documents relating thereto, within fifteen or (15b) days following Tenant's receipt made solely for purposes of a written request by Landlord documenting the exercise of rights expressly set forth in this Lease); (ii) neither the Mortgagee nor any successor-in-interest will be liable for (A) any act or the holder omission or proposed holder warranties of any prior landlord (including Landlord), (B) the breach of any warranties or obligations relating to construction of improvements on the Project or any tenant finish work performed or to have been performed by any prior landlord (including Landlord) except as otherwise provided in this Section 16(b), or (C) the return of any security deposit, except to the extent such Facility Mortgagedeposits have been received by Mortgagee; and (iii) neither Mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord)); provided, however the foregoing shall in no event be interpreted to waive any right of offset expressly provided Tenant herein or any defense which Tenant may have to the extent the same may arise in connection with circumstances arising or continuing after the date of such Mortgagee’s or any successor-in-interest’s succession to the interest of any prior landlord. Without limiting the form of SNDA which Tenant is obligated to sign pursuant to the provisions of this Section, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance acknowledges and attornment agreement, Tenant shall be in breach and default agrees that the form of its obligation to do so and SNDA attached hereto as Exhibit E satisfies the requirements of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawSection.

Subordination, Non-Disturbance and Attornment. In Lessee accepts this Lease subject and subordinate only to any first mortgage or mortgages held by an institution (including, without limitation, the event notes or other obligations secured thereby and any and all renewals, modifications, consolidations, replacements or extensions of any such mortgages or the notes or other obligations secured thereby) now in existence or hereinafter made from time to time, placed upon or affecting the Premises; provided upon the condition that Landlord places any Facility Mortgage the holder thereof executes a Non Disturbance Agreement which shall be on the Leased Propertyform customarily used by the institutional holder of the mortgage and reasonably acceptable to Lessee and in substance confirms in writing the terms and conditions of this Lease and the rights of Lessee herein, Tenant agrees including, but without limitation, the disposition of insurance proceeds to promptly enter intoLessee. Lessee shall execute, execute acknowledge and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagemortgage or to any of the parties to such instruments, Tenant shall fail at any time upon demand by such holder or refuse or shall have not executed by any such subordinationparty, non-disturbance and attornment agreementreleases, Tenant certificates or other documents that may be reasonably required by such holder or by any such party, for the purpose of evidencing the subordination of this Lease to such mortgages or instruments or to any renewals, modifications, consolidations, replacements or extensions thereof, on the condition that the Non Disturbance Agreement shall be in breach unaffected thereby. In the event of a sale under any mortgage (or any note or other obligation secured thereby) to which this Lease is subordinate, or a taking of possession of the Premises by the mortgagee or other person acting for or through the mortgagee under any mortgage to which this Lease is subordinate, then and upon the happening of such events, Lessee shall attorn to and recognize as lessor hereunder as the party who, but for this Lease, would be entitled to possession of the Premises. Lessee agrees to give any mortgagee notice of any default of its obligation to do so Lessor under the terms and conditions of this Lease and Landlord agrees that if Lessor shall fail to cure such default, such mortgagee shall be entitled thereupon given an opportunity to exercise any and all remedies available take such actions to Landlord pursuant cure the default as it shall reasonably deem appropriate to protect its security. In such event this Lease shall not be terminated by Lessee as long as such mortgagee is promptly curing such default or otherwise provided diligently pursuing such remedies, provided, however, that the period for the cure thereof by law.such mortgagee shall not exceed sixty (60) days beyond the date

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which 22.1 This Sublease shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, automatically be subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien or interest of any Facility Ground Lease or Mortgage or Mortgages now heretofore or hereafter in force and effect placed upon or encumbering Landlordaffecting the Property, to any and all advances made or to be made thereunder, to the interest or the obligations secured thereby, and to all renewals, replacements and extensions thereof; provided, however, that in the event any proceedings are brought for default under or termination of any such Ground Lease or Mortgage, or in the event of foreclosure, exercise of the power of sale, transfer in lieu of foreclosure, or other remedy under any Mortgage, Sublessee shall attorn to the resultant purchaser or other transferee to Sublessor's interest in the Leased PropertyProperty (a "Property Transferee") as Sublessor under this Sublease, provided such Property Transferee expressly agrees in writing that the Sublease and Sublessee's rights thereunder shall continue and not be terminated or disturbed, except in accordance with the provisions of this Sublease. In consideration of the foregoing, Sublessee agrees that any portion thereofsuch Property Transferee shall not be: (a) Liable for any act or omission of a prior landlord (including Sublessor); or (b) Subject to any offsets or defenses that Sublessee may have against any prior landlord (including Sublessor); or (c) Bound by and Rent or other payments Sublessee might have paid in advance to any prior landlord (including Sublessor) for a period in excess of one month; or (d) Bound by any agreement or modification of the Sublease made without its prior consent. 22.2 If any Ground Lessor or Mortgagee elects to have this Sublease superior to its Ground Lease or Mortgage and gives notice of such election to Sublessee, this Sublease shall thereupon become superior to the effect or lien of such Ground Lease or Mortgage. 22.3 Sublessee agrees to execute and deliver upon demand, and to all collateral assignments by Landlord without charge therefor, such further instruments evidencing subordination of this Sublease to any third party or parties of any of Landlord's rights under this ground Lease or the rentsMortgage as may from time to time be required by Sublessor, issues and profits thereof Ground Lessor or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawMortgagee.

Subordination, Non-Disturbance and Attornment. In At the event that option of Landlord places or any Facility Mortgage on the Leased Propertysuccessor-in-interest to all or part of Landlord's interest, Tenant agrees to promptly enter into, execute and deliver this Lease shall be superior or subordinate to the requesting party a commercially reasonable subordinationinterest of Landlord, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's successor-in- interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects or to the lien of any Facility Mortgage mortgage upon the Premises or Mortgages now any property of which the Premises form a part provided, however, that the subordination of this Lease shall be made upon the condition that in the event of the transfer of all or hereafter part of Landlord's interest, whether by sale, foreclosure, or other action taken under a mortgage, any such successor-in-interest shall agree that this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in full force and effect upon or encumbering Landlord's interest in so long as an Event of Default by Tenant is not then continuing and the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties proceeds of any insurance recovery or condemnation award shall be used for the purposes stated in this Lease. The word "mortgage," as used herein, includes a mortgage, deed of Landlord's rights under this Lease trust or other similar instrument and any modification, extension, renewal or replacement thereof. Subject to the rentsforegoing, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord Tenant agrees to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements attorn to any such mortgage, mortgages or assignments; provided such lender agrees not successor-in- interest. As to disturb Tenant's occupancy any mortgage existing as of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and effective date of this Lease Lease, Landlord agrees to deliver to Tenant contemporaneously with or within thirty days after the execution of this Lease, and 20 Tenant agrees to thereafter promptly execute, a SNDA substantially in the form attached hereto as Exhibit E. Landlord shall be entitled thereupon responsible for seeing that the balance of the SNDA is fully executed and recorded. Tenant shall not be bound by the terms and provisions of said SNDA until Tenant has received a fully-executed and recorded copy of said SNDA. In addition to exercise the foregoing, Landlord agrees to, within thirty (30) days after the execution of any future mortgage, deliver to Tenant, and all remedies available Tenant agrees to thereafter promptly execute, a SNDA substantially in the form attached hereto as Exhibit E. Landlord pursuant to this Lease or otherwise provided by lawshall be responsible for seeing that the balance of the SNDA is fully executed and recorded. .