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 (A) Lessor reserves the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees right and privilege to promptly enter into, execute 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 subordinate 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 Lease at all other respects times to the lien of any Facility Mortgage mortgage or Mortgages mortgages now or hereafter in force and effect placed upon or encumbering LandlordLessor's interest in the Leased PropertyPremises and on the land and buildings of which said Leased Premises are a part, or upon any portion buildings hereafter placed upon the land of which the Leased Premises are a part, provided such mortgagee shall execute its standard form, commercially reasonable subordination, attornment and non- disturbance agreement, such form to be consistent with other such forms used by commercial mortgagees in the industry, which form shall provide that Lessee shall not be disturbed from its use and possession of the Leased Premises and its other rights as provided in accordance with the terms of this Lease so long as Lessee is not in default hereunder beyond the expiration of applicable grace or cure periods, notwithstanding any foreclosure by such mortgagee of the Leased Premises or any part thereof, or the exercise by such mortgagee of its rights and remedies as to Lessor. Lessor also reserves the right and privilege to subject and subordinate this Lease at all collateral assignments by Landlord times to any third party or parties of any of Landlord's rights and all advances to be made 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 partiesmortgages, and to all future renewals, modifications, extensions, renewalsconsolidations, consolidations and replacements ofthereof, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender mortgagee shall execute its standard form, commercially reasonable subordination, attornment and non-disturbance agreement, such form to be consistent with other such forms used by commercial mortgagees in the industry. (B) Lessee covenants and agrees not to disturb Tenant's occupancy of the Leased Property execute and deliver, upon demand, such further commercially reasonable instrument or its rights under instruments subordinating 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 on the holder or proposed holder foregoing basis to the lien of any such Facility Mortgagemortgage or mortgages as shall be desired by Lessor and any proposed mortgagee or proposed mortgagees, Tenant provided such mortgagee shall fail or refuse or shall have not executed any such execute its standard form, commercially reasonable subordination, non-attornment and non- disturbance and attornment agreement, Tenant shall such form to be consistent with other such forms used by commercial mortgagees 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 lawthe industry .

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. A. Owner will obtain from any Mortgagee which holds a Mortgage as of the Effective Date (or thereafter) an instrument (the "Subordination Agreement"), reasonably satisfactory in all respects to Manager and such Mortgagee, which shall be recordable in the jurisdiction where the Inn is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Inn, shall be subject and subordinate to such Mortgage, with notice and opportunity to cure rights and post-default cure rights in favor of Mortgagee; 2. Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places there is a foreclosure of such Mortgage (or a deed in lieu of foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the event of default, in connection with which title or possession of the Inn is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as "Subsequent Owners"), this Agreement shall not be terminated and Manager shall not be disturbed in its rights under this Agreement. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Inn or the Site with any Facility Mortgage on Mortgage, Owner shall be obligated to obtain from the Leased Propertyproposed Mortgagee an executed, Tenant recordable Subordination Agreement. Manager agrees to promptly enter intoexecute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Inn or the Site with a Mortgage without first obtaining such a Subordination Agreement froI the Mortgagee: (i) it shall be a Default If Iwner under this Agreement, execute entitling Manager to all of the remedies set forth in Article IX; and deliver (ii) in addition, Manager shall thereafter have a continuing right to the requesting party a commercially reasonable subordinationterminate this Agreement upon sixty (60) days' prior written notice to Owner. In addition, 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 described in the Leased Property, or any portion thereof, preceding sentence shall be subject and subordinate to all collateral assignments by Landlord to any third party or parties of any of LandlordManager's rights under this Lease or Agreement. D. Notwithstanding the rentssubordination of this Agreement which is described in Section 8.03.A.1., issues and profits thereof or therefrom as security for if, in connection with the exercise by any liability or indebtednessMortgagee of its remedies under any Mortgage, directthere is a material adverse impact upon the operation of the Inn by Manager in accordance with the System Standards, indirect or contingent, the foregoing shall be deemed to be an Event of Landlord to such third party or parties, and Default by Owner entitling Manager 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 remedies set forth 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 lawArticle IX.

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. A. Owner will obtain from any Mortgagee which holds a Mortgage as of the Effective Date (or thereafter) an instrument (the “Subordination Agreement”), reasonably satisfactory in all respects to Manager and such Mortgagee, which shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Hotel, shall be subject and subordinate to such Mortgage, with notice and opportunity to cure rights and post-default cure rights in favor of Mortgagee; 2. Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places any Facility there is a foreclosure of such Mortgage on (or a deed in lieu of foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the Leased Propertyevent of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Hotel is transferred to the requesting party Mortgagee (or its designee) or to 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 purchaser at foreclosure or to a subsequent purchaser from the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and Mortgagee (or from its designee) (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 foregoing shall collectively be referred to as “Subsequent Owners”), this Agreement shall not be terminated and Manager shall not be disturbed in its rights under this Lease as long as Agreement. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Hotel or the Site with any Mortgage, Owner shall be obligated to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement. Manager agrees to execute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Hotel or the Site with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall be a Default of Owner under this Agreement, entitling Manager to all of the remedies set forth in Article IX; and (ii) in addition, Manager shall thereafter have a continuing right to terminate this Agreement upon sixty (60) days’ prior written notice to Owner. In addition, any Mortgage described in the preceding sentence shall be subject and subordinate to Manager’s rights under this Agreement. D. Notwithstanding the subordination of this Agreement which is described in Section 8.03.A.1., if, in connection with the exercise by any Mortgagee of its remedies under any Mortgage, there is no existing and continuing a material adverse impact upon the operation of the Hotel by Manager in accordance with the System Standards, the foregoing shall be deemed to be an Event of Default. If, within fifteen (15) days following Tenant's receipt Default by Owner entitling Manager to all 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 remedies set forth 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 lawArticle IX.

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 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. A. Owner will obtain from any Mortgagee which holds a Mortgage as of the Effective Date (or thereafter) an instrument (the "Subordination Agreement"), reasonably satisfactory in all respects to Manager and such Mortgagee, which shall be recordable in the jurisdiction where the Inn is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Inn, shall be subject and subordinate to such Mortgage, with notice and opportunity to cure rights and post-default cure rights in favor of Mortgagee; 2. Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places there is a foreclosure of such Mortgage (or a deed in lieu of foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the event of default, in connection with which title or possession of the Inn is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as "Subsequent Owners"), this Agreement shall not be terminated and Manager shall not be disturbed in its rights under this Agreement. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Inn or the Site with any Facility Mortgage on Mortgage, Owner shall be obligated to obtain from the Leased Propertyproposed Mortgagee an executed, Tenant recordable Subordination Agreement. Manager agrees to promptly enter intoexecute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Inn or the Site with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall be a Default of Owner under this Agreement, execute entitling Manager to all of the remedies set forth in Article IX; and deliver (ii) in addition, Manager shall thereafter have a continuing right to the requesting party a commercially reasonable subordinationterminate this Agreement upon sixty (60) days' prior written notice to Owner. In addition, 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 described in the Leased Property, or any portion thereof, preceding sentence shall be subject and subordinate to all collateral assignments by Landlord to any third party or parties of any of LandlordManager's rights under this Lease or Agreement. D. Notwithstanding the rentssubordination of this Agreement which is described in Section 8.03.A.1., issues and profits thereof or therefrom as security for if, in connection with the exercise by any liability or indebtednessMortgagee of its remedies under any Mortgage, directthere is a material adverse impact upon the operation of the Inn by Manager in accordance with the System Standards, indirect or contingent, the foregoing shall be deemed to be an Event of Landlord to such third party or parties, and Default by Owner entitling Manager 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 remedies set forth 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 lawArticle IX.

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 ’s rights under this Lease shall not be disturbed and Tenant's leasehold interest shall remain 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 for the Term, and Tenant shall not be joined by the Mortgagee in any action or encumbering Landlord's interest in proceeding to foreclose thereunder. In addition, this Lease is and shall be subject and subordinate to the Leased Property, or existing Ground Lease and any portion thereof, other existing underlying leases affecting the Premises and to all collateral assignments renewals, modifications, consolidations, replacements, and extensions thereof. If any Mortgagee requests a Subordination Non-Disturbance and Attornment Agreement (a “SNDA from Tenant, then Tenant shall execute and deliver to Mortgagee such Mortgagee’s form of SNDA in recordable form within twenty (20) days of such request. Section 21.2 After receiving notice and a notice address from any Mortgagee, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such Mortgagee. Any such Mortgagee shall have thirty (30) days for the cure of any third party or parties such default and if such default cannot reasonably be cured within such thirty (30) days, then Mortgagee shall have thirty (30) days within which to commence a cure and provided such Mortgagee is proceeding diligently, such longer period as may be reasonably necessary to complete such cure. The curing of any of Landlord's ’s defaults by such Mortgagee shall be treated as performance by Landlord. Section 21.3 With respect to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to any Mortgagee, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the Mortgagee, shall never be deemed an assumption by such Mortgagee of any of the obligations of Landlord hereunder, unless such Mortgagee shall, by written notice sent to Tenant, specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the non-payment of such Rent. Section 21.4 If the Mortgagee, or any party deriving its interest therefrom shall succeed to the rights of Landlord in the Premises or under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then Tenant shall attorn to and recognize such party succeeding to Landlord’s rights (the rents, issues and profits thereof or therefrom party so succeeding to Landlord’s rights herein sometimes called the “Successor Landlord”) as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesTenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to all future modificationsconfirm such attornment. This Lease shall continue in full force and effect as, extensionsor as if it were, renewals, consolidations a direct lease between the Successor Landlord and replacements ofTenant, and all amendments of the terms, conditions and supplements covenants set forth in this Lease shall be applicable after such attornment, except that the Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset that shall have theretofore accrued to Tenant against Landlord; or (c) be bound by: (i) any previous modification of this Lease, not expressly provided for in this Lease unless consented to by such mortgageSuccessor Landlord; or (ii) any security deposit not delivered to such Successor Landlord or previous prepayment of more than one (1) month’s Rent then due, mortgages unless such prepayment shall have been expressly approved in writing by the Mortgagee through or assignments; provided such lender agrees not by reason of which the Successor Landlord shall have succeeded to disturb Tenant's occupancy the rights of the Leased Property or its rights Landlord 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 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. A. Lessee shall and shall exercise its rights under the Lease to cause Owner to (i) to use best reasonable efforts to obtain from any Mortgagee which holds a Mortgage as of the Take-Over Date and (ii) to obtain from any Mortgagee which is granted a Mortgage after the Take-Over Date an instrument (the "Subordination Agreement"), reasonably satisfactory in all respects to Manager, Marriott and such Mortgagee, which shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Marriott and Manager in and to the Hotel, shall be subject and subordinate to such Mortgage; 2. Marriott and Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owners were the Owner or Lessee, as applicable; and 3. In the event that Landlord places any Facility there is a Foreclosure of such Mortgage on (or a deed in lieu of Foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the Leased Propertyevent of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Hotel is transferred to the requesting party Mortgagee (or its designee) or to a commercially reasonable subordinationpurchaser at Foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as "Subsequent Owners"), non-disturbance and attornment agreement with any such Facility Mortgagee, which then regardless of whether the Lease is terminated Marriott shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest not be disturbed 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 its rights under this Lease or the rents, issues Submanagement Agreement 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 Manager shall not to disturb Tenant's occupancy of the Leased Property or be disturbed in its rights under this Lease as Agreement so long as Marriott is not in default under the Submanagement Agreement and Manager is not in Default hereunder. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Lessee under this Agreement to the Mortgagee or its designee (rather than to Lessee), Lessee hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to any encumbrance of the Hotel or the Site after the Take-Over Date with any Mortgage, Lessee shall and shall be obligated to exercise its rights under the Lease to cause Owner to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement. Lessee and Manager agree to execute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner or Lessee encumbers the Hotel or the Site with a Mortgage after the Take-Over Date without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall be a Default of Lessee under this Agreement, entitling Manager to all of the remedies set forth in Article IX; and (ii) in addition, Manager shall thereafter have a continuing right to terminate this Agreement upon sixty (60) days' prior written notice to Lessee. D. Notwithstanding the subordination of this Agreement which is described in Section 8.03.A.1 (or any subsequent subordination to any other Mortgage), if, in connection with the exercise by any Mortgagee of its remedies under any Mortgage, there is no existing and continuing a material adverse impact upon the operation of the Hotel by Manager or Marriott in accordance with the System Standards (such as, for example, the imposition of restrictions upon expenditures from the FF&E Reserve by Manager or Marriott, where such restrictions are not set forth in this Agreement), the foregoing shall be deemed to be an Event of Default. If, within fifteen (15) days following Tenant's receipt Default by Lessee entitling Manager to all 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 remedies set forth 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 lawArticle IX.

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 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 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 the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute (a) This Lease 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 shall be subordinate to any Mortgage or other security instrument hereafter placed upon 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 Premises by Landlord's interest in the Leased Property, or any portion thereof, and to any and all collateral assignments by Landlord advances made or to any third party or parties of any of Landlord's rights under this Lease or be made thereunder, to 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 ofinterest thereon, and all amendments renewals, replacements and supplements to extensions thereof, provided that any such mortgage, mortgages Mortgage or assignments; provided such lender agrees not to disturb Tenant's occupancy of other security instrument (or a separate instrument in recordable form duly executed by 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 Mortgage or other security instrument and delivered to 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 provide for the recognition of this Lease and all Tenant's rights hereunder. (b) Landlord agrees that, upon the request of any Person that shall be providing senior secured financing to Tenant, or a purchase money equipment financier or equipment lessor of Tenant, Landlord shall be entitled thereupon negotiate in good faith for the purpose of executing and delivering a commercially reasonable waiver of Landlord's statutory lien rights, if any, and a consent and agreement with respect to exercise the respective rights of Landlord and such Person regarding the security interests in, and the timing and removal of, any inventory, equipment or other collateral in which such Person has a secured interest (the "Collateral"), in form and all remedies available substance reasonably acceptable to Landlord pursuant and such Person, so long as such waiver and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant, and against any physical damage caused to the any Related Premises, in connection with the removal of any of the Collateral by such Person, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any of the Equipment as defined in this Lease, (iii) provides for a reasonable, but limited, time frame for the removal of such Collateral by such Person after the expiration of which same shall be deemed abandoned, and (iv) provides for the per diem payment of Basic Rent due hereunder by such Person for each day after the fifth(5th) business day following the date of the expiration or termination of this Lease or otherwise provided by lawthat Landlord permits such Person's Collateral to remain in any Related Premises.

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. A. Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) (i) to use best reasonable efforts to obtain from any Mortgagee which holds a Mortgage as of the Take-Over Date and (ii) to obtain from any Mortgagee which is granted a Mortgage after the Take-Over Date an instrument (the "Subordination Agreement"), reasonably satisfactory in all respects to Submanager and such Mortgagee, which shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Primary Manager and Submanager in and to the Hotel, shall be subject and subordinate to such Mortgage; 2. Primary Manager and Submanager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owners were the Owner or Wyndham, as applicable; and 3. In the event that Landlord places any Facility there is a Foreclosure of such Mortgage on (or a deed in lieu of Foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the Leased Propertyevent of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Hotel is transferred to the requesting party Mortgagee (or its designee) or to a commercially reasonable subordinationpurchaser at Foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as "Subsequent Owners"), non-disturbance and attornment agreement with any then regardless of whether the Lease is terminated or survives such Facility MortgageeForeclosure, which Primary Manager shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest not be disturbed 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 its rights under this Lease or the rents, issues Primary Management Agreement 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 Submanager shall not to disturb Tenant's occupancy of the Leased Property or be disturbed in its rights under this Lease as Agreement so long as Primary Manager is not in default under the Primary Management Agreement and Submanager is not in Default hereunder. B. In the event that the Subordination Agreement contains provisions requiring Submanager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Primary Manager under this Agreement to the Mortgagee or its designee (rather than to Primary Manager), Primary Manager hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to any encumbrance of the Hotel or the Site with any Mortgage after the Take-Over Date, Primary Manager shall be obligated to exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement. Primary Manager and Submanager agree to execute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner or Wyndham encumbers the Hotel or the Site with a Mortgage after the Take-Over Date without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall be a Default of Primary Manager under this Agreement, entitling Submanager to all of the remedies set forth in Article IX; and (ii) in addition, Submanager shall thereafter have a continuing right to terminate this Agreement upon sixty (60) days' prior written notice to Primary Manager. D. Notwithstanding the subordination of this Agreement which is described in Section 8.03.A.1 (or any subsequent subordination to any other Mortgage), if, in connection with the exercise by any Mortgagee of its remedies under any Mortgage, there is no existing and continuing a material adverse impact upon the operation of the Hotel by Submanager in accordance with the System Standards (such as, for example, the imposition of restrictions upon expenditures from the FF&E Reserve by Submanager, where such restrictions are not set forth in this Agreement), the foregoing shall be deemed to be an Event of Default. If, within fifteen (15) days following Tenant's receipt Default by Primary Manager entitling Submanager to all 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 remedies set forth 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 lawArticle IX.

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 (a) This Lease 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 shall be subordinate to any Mortgage or other security instrument hereafter placed upon 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 Premises by Landlord's interest in the Leased Property, or any portion thereof, and to any and all collateral assignments by Landlord advances made or to any third party or parties of any of Landlord's rights under this Lease or be made thereunder, to 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 ofinterest thereon, and all amendments renewals, replacements and supplements to extensions thereof, provided that any such mortgage, mortgages Mortgage or assignments; provided such lender agrees not to disturb Tenant's occupancy of other security instrument (or a separate instrument in recordable form duly executed by 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 Mortgage or other security instrument and delivered to 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 provide for the recognition of this Lease and all Tenant's rights hereunder. (b) Landlord agrees that, upon the request of any Person that shall be providing senior secured financing to Tenant, or a purchase money equipment financier or equipment lessor of Tenant, Landlord shall be entitled thereupon negotiate in good faith for the purpose of executing and delivering a commercially reasonable waiver of Landlord's statutory lien rights, if any, and a consent and agreement with respect to exercise the respective rights of Landlord and such Person regarding the security interests in, and the timing and removal of, any inventory, equipment or other collateral in which such Person has a secured interest (the "Collateral"), in form and all remedies available substance reasonably acceptable to Landlord pursuant and such Person, so long as such waiver and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant, and against any physical damage caused to the any Related Premises, in connection with the removal of any of the Collateral by such Person, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any of the Equipment as defined in this Lease, (iii) provides for a reasonable, but limited, time frame for the removal of such Collateral by such Person after the expiration of which same shall be deemed abandoned, and (iv) provides for the per diem payment of Basic Rent due hereunder by such Person for each day after the fifth (5th) business day following the date of the expiration or termination of this Lease or otherwise provided by lawthat Landlord permits such Person's Collateral to remain in any Related Premises.

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 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 --------------------------------------------- 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 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. 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 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 (a) Landlord will obtain from any Mortgagee which holds a Mortgage as of the event that Commencement Date (or thereafter) an instrument (the "Subordination Agreement"), in form and content acceptable to 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 MortgageeTenant, which shall acknowledge that be recordable in the jurisdiction where the Hotel is located, pursuant to which: (i) this LeaseAgreement and any extensions, Tenant's renewals, replacements or modifications thereto, and all right and interest hereunder and Tenant's leasehold interest of Tenant in and to the Leased Property are juniorHotel, inferiorshall be subject and subordinate to such Mortgage; (ii) Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to with the lien of any Facility Mortgage or Mortgages now or hereafter in same force and effect upon or encumbering as if such Subsequent Owner were the Landlord's interest ; and (iii) in the Leased Propertyevent that there is a foreclosure of such Mortgage (or a deed in lieu of foreclosure), or any portion thereofother exercise by such Mortgagee (or its successor) of its remedies in the event of default, in connection with which title or possession of the Hotel is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as "Subsequent Owners"), and provided Tenant is not otherwise in default hereunder, this Agreement shall not be terminated and Tenant shall not be disturbed in its rights under this Agreement. (b) Prior to all collateral assignments by encumbering the Leased Property with any Mortgage, Landlord shall be obligated to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement. Tenant agrees to execute such Subordination Agreement for the benefit of such proposed Mortgagee. If Landlord encumbers the Hotel or the Leased Property with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee, Tenant shall thereafter have a continuing right to terminate this Agreement upon sixty (60) days' prior written notice to Landlord. In addition, any third party or parties of any of LandlordMortgage described in the preceding sentence shall be subject and subordinate to Tenant'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 lawAgreement.

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 (i) Notwithstanding anything to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that contrary contained in this Lease, Tenant's interest but provided Tenant satisfies all of the hereinafter-defined Turnover Covenants, if for any reason this Lease and the leasehold estate of Tenant hereunder is terminated by Landlord by summary proceedings or otherwise, Landlord covenants and Tenant's leasehold interest agrees that such termination of this Lease shall not result 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 a termination of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering sublease affecting the Premises to a Qualifying Subtenant, provided such Qualifying Subtenant is bound by an SNDA enforceable by 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 such subleases shall continue for the duration of their respective terms as a direct lease between the Landlord, as successor to the Tenant, and supplements the Qualifying Subtenant thereunder, as tenant, provided, however that the foregoing shall not be deemed to any such mortgage, mortgages or assignments; provided such lender agrees not grant to disturb Tenant's occupancy Tenant the right to lease the Premises beyond the Term. The provisions and effectiveness of this Section 11.13 are subject to all of the Leased Property following (collectively, the “Turnover Covenants”): (1) Tenant shall remain primarily liable for all obligations and liabilities of Tenant under or its rights under in connection with this Lease as long as there is no existing and continuing Event for the duration of Default. Ifthe Term, 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 notwithstanding that this Lease may have been terminated; (2) a guarantor shall continue to guaranty the full, faithful, timely and complete performance of all covenants on the part of Tenant to be performed hereunder or in connection herewith, including, without limitation, all indemnification, defense and hold-harmless covenants; and (3) at any time during the Term that an in-person casino or other gambling facility is operated at or from the Premises, Landlord shall be entitled thereupon to exercise collect all of the rents set forth in this Lease from the Qualifying Subtenant, notwithstanding that this Lease may have been terminated and notwithstanding any provision of such Qualifying Subtenant’s lease or any other instrument to the contrary. Further, Xxxxxx agrees to indemnify, defend (with counsel selected by Xxxxxxxx) and hold harmless Landlord and all Landlord Indemnitees from and against any and all costs, expenses, damages, injuries, losses, claims, demands, suits, actions, proceedings and the like, including, without limitation, reasonable attorneys’ fees, related to, arising from or in any way connected with Landlord performing in accordance with this Section 11.13. (ii) Notwithstanding anything to the contrary contained in this Lease, all rights and remedies available of all Leasehold Mortgagees and Mezzanine Lenders under or in connection with this Lease and all rights of Tenant to enforce any covenant for the benefit of any Leasehold Mortgagees and Mezzanine Lenders, as well as the effectiveness of all of the same, are expressly conditioned upon Tenant, Landlord and all applicable Leasehold Mortgagees and Mezzanine Lenders entering into a customary subordination, nondisturbance and attornment agreement wherein all such Leasehold Mortgagees and Mezzanine Lenders agree, inter alia, to attorn to and recognize Landlord as lessor of the Premises in the event any such Leasehold Mortgagee and Mezzanine Lenders succeed to the position of lessee under this Lease, the same being in form and substance reasonably acceptable to Landlord pursuant to (each, an “SNDA”). No Leasehold Mortgagee or Mezzanine Lender shall have the benefit of enforcing any provision of this Lease if such Leasehold Mortgagee or otherwise provided by lawMezzanine Lender has not entered into an SNDA, nor shall Tenant have the right to enforce any provision of this Lease on any Leasehold Mortgagee or Mezzanine Lender’s behalf.

Subordination, Non-Disturbance and Attornment. A. It shall be a condition of Manager’s obligations under this Agreement that, prior to the Opening Date, Manager and the First Mortgagee shall execute an instrument (the “Subordination Agreement”) satisfactory in all respect to both parties, which shall be recordable in the jurisdiction where the Inn is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Inn, shall be subject and subordinate to the First Mortgage; 2. Manager shall be obligated to each of the Subsequent Owners to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places any Facility there is a foreclosure of the First Mortgage on (or a deed in lieu of foreclosure), or other exercise by the Leased PropertyFirst Mortgagee of its remedies in the event of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Inn is transferred to the requesting party First Mortgagee (or its designee) or to 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 purchaser at foreclosure or to a subsequent purchaser from the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and First Mortgagee (or from its designee) (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 foregoing shall collectively be referred to as “Subsequent Owners”), Manager shall not be disturbed in its rights under this Lease as Agreement so long as there Manager is no existing and continuing Event not in Default hereunder. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the First Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the First Mortgagee or its designee (rather than to Owner), or if the Subordination Agreement contains other provisions under which Manager could be required to perform certain actions which are inconsistent with the terms of Default. Ifthis Agreement, within fifteen (15) days following Tenant's receipt of a written request Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by Landlord the First Mortgage has been discharged. C. Prior to encumbering the Inn or the holder or proposed holder of Site with any such Facility mortgage indebtedness other than the First Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant Owner shall be obligated to obtain from the Mortgagee an executed, recordable agreement in breach substantially the same form as the Subordination Agreement, which Manager agrees to execute for the benefit of such mortgagee. If Owner encumbers the Inn or the Site with mortgage indebtedness without first obtaining such an agreement for the mortgagee, it shall be a Default of Owner under this Agreement, entitled Manager to all of the remedies set forth in Article IX. In addition, any mortgagee indebtedness described in the preceding sentence shall be subject and default of its obligation subordinate to do so Manager’s rights under this Agreement, and this fact shall be stated in the memorandum described in Section 11.05 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 lawAgreement.

Subordination, Non-Disturbance and Attornment. In (a) On or before, and as a condition of, the event that Delivery Date, Landlord places covenants to obtain from any Facility Mortgage lender of Landlord’s whose loan is secured by or otherwise encumbers encumbers the Property and each lessor of Landlord’s whose interest in the Property is paramount to Landlord’s interest (“Master Lessor”) on the Leased PropertyEffective Date, Tenant agrees or at any time prior to promptly enter intothe recordation of the Memorandum of Lease specified in Section 12.9, execute and deliver to the requesting party a commercially reasonable subordination, Tenant an executed non-disturbance agreement (“SNDA”) assuring Tenant that, notwithstanding any default by Landlord to the lender or Master Lessor or any foreclosure or deed in lieu thereof (or Master Lessor’s termination proceedings), Tenant’s rights under this Lease shall continue in full force and attornment agreement effect and its possession of the Property shall remain undisturbed (including, without limitation, permission for insurance proceeds and eminent domain awards to be applied as required hereunder), except in accordance with any the provisions of this Lease and such Facility Mortgagee, which shall acknowledge that lender assumes the Landlord’s obligations under this Lease, Tenant's interest so long as Tenant is not in default hereunder so as to permit the termination of this Lease. Such agreement(s) shall be substantially in form and content as EXHIBIT I attached hereto or, if applicable, the standard form of such agreement used by Tenant and such lender or Master Lessor in prior transactions; provided, however, that if no prior form exists and Tenant’s standard form is not consistent with such Master Lessor’s or lender’s then-accepted standard SNDA terms, then Tenant and such lender or Master Lessor shall negotiate an alternate agreement. This provision shall only apply to any liens, security interests, encumbrances, leases or other agreements created by, through or under Landlord and shall expressly exclude any of the foregoing created or accepted by or through Tenant. (b) Tenant shall, upon Landlord's leasehold interest in and to the Leased Property are junior, inferiorrequest, subordinate this Lease in the future to any first lien placed by Landlord upon the Property with an Institutional Mortgagee, provided that such lender executes and subject delivers to Tenant a nondisturbance agreement providing that this Lease shall not terminate and such lender assumes the Landlord’s obligations under this Lease, so long as Tenant is not in rightdefault under this Lease, title, interest, as a result of the foreclosure of such lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter conveyance in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion lieu thereof, and to all collateral assignments by Landlord to any third party or parties of any of LandlordTenant's rights under this Lease or shall continue in full force and effect and its possession shall be undisturbed, except in accordance with the rentsprovisions of this Lease. Tenant will, issues and profits thereof or therefrom as security for any liability or indebtednessupon request of the lien holder, direct, indirect or contingent, of Landlord be a party to such third party or partiesan agreement, and will agree that, if such lien holder succeeds to all future modificationsthe interest of Landlord, extensionsTenant will attorn to said lien holder (or successor in interest of the lien holder) and recognize said lien holder (or successor) as its landlord under the terms of this Lease. Such agreement shall be substantially in form and content as EXHIBIT I attached hereto or, renewalsif applicable, consolidations the standard form of such agreement used by Tenant and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees in prior transactions; provided, provided, however, that if no prior form exists and Tenant’s standard form is not consistent with Landlord’s lender’s then-accepted standard SNDA terms, then Tenant and Landlord’s lender shall negotiate an alternate agreement reasonably acceptable 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 lawapplicable parties.

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. A. It shall be a condition of Manager’s obligations under this Agreement that, prior to the Opening Date, Manager and the First Mortgagee shall execute an instrument (the “Subordination Agreement”) satisfactory in all respects to both parties, which shall be recordable in the jurisdiction where the Inn is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest or Manager in and to the Inn, shall be subject and subordinate to the First Mortgage; 2. Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places any Facility there is a foreclosure of the First Mortgage on (or a deed in lieu of foreclosure), or other exercise by the Leased PropertyFirst Mortgagee of its remedies in the event of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Inn is transferred to the requesting party First Mortgagee (or its designee) or to 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 purchaser at foreclosure or to a subsequent purchaser from the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and First Mortgagee (or from its designee) (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 foregoing shall collectively be referred to as “Subsequent Owners”), Manager shall not be disturbed in its rights under this Lease as Agreement so long as there Manager is no existing and continuing Event not in Default hereunder. B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the First Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the First Mortgagee or its designee (rather than to Owner), or if the Subordination Agreement contains other provisions under which Manager could be required to perform certain actions which are inconsistent with the terms of Default. Ifthis Agreement, within fifteen (15) days following Tenant's receipt of a written request Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by Landlord the First Mortgage has been discharged. C. Prior to encumbering the Inn or the holder or proposed holder of Site with any such Facility mortgage indebtedness other than the First Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant Owner shall be obligated to obtain from the Mortgagee an executed, recordable agreement in breach substantially the same form as the Subordination Agreement, which Manager agrees to execute for the benefit of such mortgagee. If Owner encumbers the Inn or the Site with mortgage indebtedness without first obtaining such an agreement from the mortgagee, it shall be a Default of Owner under this Agreement, entitling Manager to all of the remedies set forth in Article IX. In addition, any mortgage indebtedness described in the preceding sentence shall be subject and default of its obligation subordinate to do so Manager’s rights under this Agreement, and this fact shall be stated in the memorandum described in Section 11.05 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 lawAgreement.

Subordination, Non-Disturbance and Attornment. In (a) On or before twenty (20) days from the event that date Landlord places any Facility Mortgage on acquires the Leased PropertyLand, Tenant agrees Landlord covenants to promptly enter intoobtain from each lender the security for whose loan encumbers the Premises (and each lessor, execute and deliver to the requesting party a commercially reasonable subordinationif any, 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 whose interest in the Leased PropertyPremises is paramount to Landlord's ("Overlessor")) at the time of execution hereof, or an executed nondisturbance agreement assuring Tenant that, notwithstanding any portion thereof, and to all collateral assignments default by Landlord to the lender or Overlessor or any third party foreclosure or parties of any of Landlorddeed in lieu thereof (or Overlessor's termination proceedings), Tenant's rights under this Lease shall continue in full force and effect and its possession of the Premises shall remain undisturbed (including, without limitation, permission for insurance proceeds and eminent domain awards to be applied as required hereunder), except in accordance with the provisions of this Lease, so long as Tenant is not in default hereunder beyond any applicable notice and cure period so as to permit Lease termination. Such agreement(s) shall be substantially in form and content reasonably acceptable to the lender, Tenant and the Overlessor, provided such agreements grant Tenant the protections contemplated hereby. If Landlord breaches its obligation(s) hereunder Tenant may, as its sole remedy terminate this Lease by written notice to Landlord prior to Tenant commencing any construction or site work at the rentsPremises. (b) Tenant shall from time to time, issues and profits thereof within twenty (20) days after receipt of Landlord's written request, subordinate this Lease to any mortgage lien hereafter placed by Landlord upon the Premises, with any Mortgagee, provided that such lender executes a nondisturbance agreement, in form reasonably acceptable to Tenant, providing that if Tenant is not then in default under this Lease, this Lease shall not terminate as a result of the foreclosure of such lien, or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesconveyance in lieu thereof, 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 shall continue in full force and effect and its possession shall be undisturbed (including, without limitation, permission for insurance proceeds and eminent domain awards to be applied as required hereunder), except in accordance with the provisions of this Lease. Tenant will, upon request of the lienholder, be a party to such subordination and nondisturbance agreement, and such agreement shall provide that, if such lienholder succeeds to the interest of Landlord, Tenant will recognize said lienholder (or successor in interest of the lienholder) as its landlord under the terms of this Lease so long as there is no existing such lienholder agrees in writing to assume all of "Landlord's" obligations hereunder from and continuing Event after the date upon which such lienholder succeeds to the interest of DefaultLandlord hereunder, provided that such lienholder shall not be: (a) liable for any warranty, act or omission of any prior landlord (including Landlord); or (b) subject to any offsets or defense which Tenant might have against any prior landlord (including Landlord); or (c) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord); or (d) bound by any amendment or modification of the Lease or any collateral agreement made without such lienholder's consent. IfSuch agreement shall be in form and content reasonably acceptable to the lienholder, within fifteen (15) days following Landlord and Tenant's receipt . Tenant further agrees that, at the option of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagefirst 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 may be entitled thereupon made superior to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawsuch first mortgage.

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 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. 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 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 22.1 This Lease, Tenant's and the estate, interest hereunder and Tenant's leasehold interest in and rights hereby created are 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 of any Facility Mortgage or Mortgages mortgage now or hereafter in force and effect placed upon the Building or encumbering Landlord's interest in the Leased Property, Land or any portion thereofestate or interest therein, including, without limitation, any mortgage on any leasehold estate, and to all collateral assignments by Landlord renewals, modifications, consolidations, replacements and extensions of the 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 Building or the Land, including any third party mortgagee or parties 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 Landlord's rights under 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. 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 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 or partiesmortgage without regard to their respective dates of execution and delivery, and in that event, such mortgagee 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 it had been executed prior to the execution and continuing Event delivery of Default. Ifthe mortgage. 22.2 Upon request, and within fifteen (15) Business Days written notice given by or on behalf of Landlord, any mortgagee, any ground or superior lessor of the Building or the Land, or other successor to the interests of Landlord thereto, Tenant shall execute and deliver, as appropriate, any commercially reasonable instruments in recordable form as may be required by such parties, including a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) 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 Section 22 and such parties’ requirements. Tenant’s failure to execute and deliver a SNDA within fifteen (15) Business Days’ following demand shall, if such failure continues for five (5) days following Tenant's ’s receipt of a written request by second demand from Landlord, constitute an Event of Default. 22.3 In the event Landlord grants any mortgage to be placed on the Building or the holder or proposed Land, Landlord shall use commercially reasonable efforts to obtain an SNDA in a commercially reasonable form reasonably acceptable to Tenant from the holder of any such Facility Mortgagemortgage, Tenant provided, however, the failure to obtain such SNDA shall fail in no event negate or refuse or shall have not executed any such subordination, non-disturbance modify the terms and attornment agreement, Tenant shall be conditions set forth 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 lawSection 22.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property(a) Except as provided in subsections (d) and (e) below, Tenant agrees to promptly enter into, execute this Lease and deliver all rights of Lessee hereunder are and shall be subject and subordinate to the requesting party a commercially reasonable subordinationlien of any mortgage, non-disturbance and attornment agreement with any such Facility Mortgageedeed to secure debt, deed of trust, or other instrument in the nature thereof which shall acknowledge that this Lease, Tenantmay now or hereafter affect Lessor's interest hereunder and Tenant's leasehold estate or interest in and to the Leased Property are juniorand to any other instrument encumbering the fee title of the Property and to any modifications, inferiorrenewals, subordinate consolidations, extensions, or replacements thereof. (b) Subsection (a) above shall be self-operative, and subject in rightno further instrument of subordination shall be required by the holder of any such instrument affecting or encumbering the Property. In confirmation of such subordination, titleLessee shall, interestupon demand, lienat any time or times, encumbranceexecute, priority acknowledge, and deliver to Lessor or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument, without expense r any and all other respects instruments that may be requested by Lessor or such holder to evidence the subordination of this Lease and all rights hereunder to the lien of any Facility Mortgage such mortgage, deed to secure debt, deed of trust, or Mortgages now other instrument, and each such renewal, modification, consolidation, replacement, and extension thereof and if Lessee shall fail at any time, within ten (10) days following the giving of a written request therefor, to execute, acknowledge, and deliver any such instrument, Lessor or hereafter such holder or such lessor, in force addition to any other remedies available to it in consequence thereof, may execute, acknowledge, and effect deliver the same as the attorney-in-fact of Lessee and in Lessees name, place, and stead and Lessee hereby irrevocably makes, constitutes, and appoints Lessor or such holder or such lessor, in their respective successors and assigns, such attorney- in-fact for that purpose. (c) Lessee shall, upon demand, at any time or times, execute, acknowledge, and deliver to Lessor or to the holder of any mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering Landlord's interest in the Leased Property, or without expense, any portion thereof, and all instruments that may be necessary to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under make this Lease or superior to the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, lien 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 deed to secure debt, deed of trust or assignments; provided other instrument or the grant of any such lender agrees not ground lease, and each renewal, modification, consolidation, replacement, and extension thereof, and, if Lessee shall fail at any time' within ten (10) days following the giving of a written request therefor, to disturb Tenantexecute, acknowledge, and deliver any such instrument, Lessor or such holder or such lessor, in addition to any other remedies available to it in consequence thereof, may execute, acknowledge, and deliver the same as the attorney-in-fact of Lessee and in Lessee's occupancy name, place, and stead, and Lessee hereby irrevocably makes, constitutes, and appoints Lessor or such holder or such lessor, and their respective successors and assigns, such attorney-in- fact for that purpose. (d) If the holder of any mortgage, deed to secure debt, deed of trust or other instrument affecting or encumbering the Leased Property shall hereafter succeed to the rights of Lessor under this Lease, whether through possession or its rights foreclosure action or exercise of private power of sale or delivery of a new lease, Lessee shall, at the option of such holder or lessor, attorn to and recognize such successor as Lessee's Lessor under this Lease as long as there is no existing of the date of such succession to Lessors interest and continuing Event shall promptly execute and deliver any instrument that may be necessary to evidence such attornment, and Lessee hereby irrevocably appoints Lessor or such holder or such lessor the attorney-in- fact of Default. If, Lessee to execute and deliver such instrument on behalf of Lessee should Lessee refuse and fail to do so within fifteen ten (1510) days following Tenant's receipt of a written request by Landlord after Lessor or the such holder or proposed such lessor shall have given notice to Lessee requesting the execution and delivery of such instrument. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor Lessor and Lessee, subject to all of the terms, covenants, and conditions of this Lease. (e) Lessor shall obtain from any future holder of any deed to secure debt encumbering the Property, or from the current holder in the event of any refinancing or future advance, a non disturbance agreement which shall provide that as long as Lessee remains not in default under this Lease, such Facility Mortgage, Tenant holder 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 lawdisturb Lessee's tenancy.

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 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 authority to execute and deliver in the name of Lessee any of the statements or instruments set forth in this Section 22.15. 15. Section 24 of the Lease entitled Right of First Refusal is deleted in its entirety and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.replaced with the following:

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 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 the event A. Provided that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party has received a commercially reasonable subordination, nonNon-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this LeaseDisturbance Agreement (as hereinafter defined) from each Mortgagee (as hereinafter defined), 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 are and shall remain subject and subordinate to the operation and effect of any mortgage, deed of trust or other security instrument now or hereafter affecting the Premises or the rentsBuilding and all renewals, 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, renewalsreplacements, consolidations and replacements ofextensions thereof or participations therein, and all amendments and supplements to whether the same shall be in existence on the date hereof or created hereafter (any such lease, mortgage, mortgages deed of trust or assignmentsother instrument being referred to as a "MORTGAGE" and the person or persons having the benefit of same being referred to as a "MORTGAGEE"). Tenant's acknowledgment and agreement of subordination provided for in this Section XVI.A is self-operative and no further instrument of subordination shall be required; provided however, Tenant shall execute such lender agrees further assurances thereof as may be requested, from time to time, by Landxxxx xxx upon Tenaxx'x xailure to execute and deliver to Landlord any such further assurances, Landlord is hereby authorized to execute the same for and on behalf of Tenant as Tenaxx'x xttorney-in-fact. As used herein, the term "NON-DISTURBANCE AGREEMENT" shall mean an agreement executed by a Mortgagee providing that, so long as Tenant is not to then in default under the terms of this Lease, (1) such Mortgagee will not disturb Tenant's occupancy right to possess the Premises, (2) such Mortgagee will not name or join Tenant in any action or proceeding to foreclose the Mortgage unless required to do so by law or court rules or procedures, and (3) any sale of the Leased Property mortgaged property or exercise by such Mortgagee of any of 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 Mortgage shall be in breach and default subject to all rights of its obligation to do so and of Tenant 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 event that Landlord places any Facility Mortgage on the Leased Property34.1 Subject to Tenant receiving an SNDA as provided below, 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 mortgage, deed of trust, or Mortgages lease in which Landlord is tenant now or hereafter in force and effect upon against the Buildings or encumbering Landlord's interest in the Leased Property, or any portion thereof, real property of which the Premises constitutes a part and to all collateral assignments by Landlord advances made or hereafter to any third party or parties be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Landlord's rights under Tenant to effectuate such subordination. Notwithstanding anything to the contrary in this Lease or the rentsLease, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord agrees not to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to enter into any such mortgage, mortgages deed of trust, or assignments; provided lease (not already of record on the Execution Date) affecting any lot (i.e., tax lot or separately conveyable lot) on which Landlord intends to construct any Building (or any part of a Building) unless either (a) Landlord holds fee title to the entirety of such lender agrees not lot and has completed and paid for the Landlord Work and either (i) has fully funded the TI Allowance or (ii) the TI Disbursement Deadline has passed or (b) Landlord has delivered a corporate guaranty of Biomed Realty Trust, Inc., guaranteeing Landlord’s payment and performance of Landlord’s obligations to disturb complete and pay for the Landlord Work and fully fund the TI Allowance. Any such corporate guaranty shall be in reasonable and customary form, reasonably satisfactory to Landlord and Tenant's occupancy . 34.2 Notwithstanding the foregoing, Tenant shall execute and deliver within ten (10) business days after receipt of the Leased Property demand, such further instrument or its rights under instruments in form(s) reasonably satisfactory to Tenant evidencing such subordination of 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 to the holder or proposed holder lien of any such Facility Mortgagemortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may reasonably be required by Landlord. However, if any such mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. 34.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments, in forms reasonably satisfactory to Tenant, not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change (i) affecting the amount or timing of the consideration (including any Rent) to be paid by Tenant, (ii) modifying the term of this Lease, NY\5747656.2 or (iii) materially increasing any obligations or materially diminishing any rights hereunder (including increasing or diminishing any rights to terminate this Lease or expand the Premises) shall be deemed to materially alter the terms hereof. 34.4 In the event any proceedings are brought for foreclosure, 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, or upon assumption of this Lease by a purchaser of Landlord’s estate in the Premises, Tenant shall fail or refuse or shall have not executed attorn to the purchaser upon any such subordinationforeclosure or sale and recognize such purchaser as the Landlord under the terms of this Lease. 34.5 Notwithstanding anything to the contrary in this Article, Landlord shall obtain recordable non-disturbance agreements in substantially the form of Exhibit Q, or such other reasonable and attornment agreement, customary form as the third party requires and is reasonably satisfactory to Tenant shall be (an “SNDA”) from all current and future mortgagees and from future lessors of Landlord and any other parties with rights in breach and default Landlord’s estate superior to those of its obligation Tenant (which rights would give the holder thereof the power to do so and of terminate this Lease and Landlord shall be entitled thereupon to exercise under any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawcircumstance), except as described in Section 32.1.

Subordination, Non-Disturbance and Attornment. In (a) Subject to the event that Landlord places provisions of subsection (b) below, (i) this Lease and all rights of the Tenant are, and shall be subject and subordinate to the lien of any Facility Mortgage on first mortgage, deed of trust or any other security interest which have been or which hereinafter may affect the Leased PropertyPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; (ii) Tenant agrees to promptly enter intoattorn to any successor to Landlord's interest in the Premises, or to any purchaser at foreclosure (or by deed in lieu of foreclosure) upon all of the terms and conditions of this Lease; and (iii) Tenant covenants and agrees that it shall, within fifteen (15) days after Landlord's request therefor, execute and deliver to such agreements confirming the requesting party a commercially reasonable above subordination and attornment as are reasonably requested by Landlord or Landlord's lender. Any subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, or other similar document required to be executed by Tenant pursuant to the terms of this Lease which is not substantially the same as the form attached hereto as Exhibit D shall acknowledge that this Lease, be subject to Tenant's reasonable approval of the form and substance thereof. (b) Before any subordination and/or attornment by Tenant shall be effective, Landlord shall cause any mortgagee, holder of a deed of trust or security interest, or ground or underlying lessor (collectively the "Mortgagee") to deliver to Tenant a non-disturbance agreement stating that so long as no Default has occurred under this Lease beyond any applicable cure periods, (i) any action or proceeding to foreclose any mortgage, deed of trust or security interest hereunder and will not result in any disturbance of Tenant's leasehold interest in and to possession of 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 thereofPremises, and to all collateral assignments by Landlord to any third party or parties of any of Landlord(ii) Tenant's rights under this Lease shall not be interfered with 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 otherwise affected. (c) Tenant's occupancy of the Leased Property or its rights obligations under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's are conditioned upon 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, satisfactory non-disturbance agreement from the ground lessor under the Ground Lease providing for the continuation of this Lease as a direct lease between Tenant and attornment agreement, Tenant such ground lessor on all of the terms and conditions contained in this Lease in the event of any termination of the Ground Lease. Such non-disturbance agreement 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 the form attached as Exhibit E to this Lease or otherwise provided by lawLease.

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 25.1 Subject to the requesting party a commercially reasonable subordinationterms and conditions of Section 25.2, non-disturbance this Lease and attornment agreement with the estate, interest and rights hereby created are subordinate to 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 the Building or encumbering Landlord's interest in the Leased Property, Land or any portion thereofestate or interest therein, including, without limitation, any mortgage 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 Building or the Land, 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. 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, the rights of Tenant set forth in Section 25.2, and the attornment of Tenant to future landlords in accordance with the terms of this Section 25. (a) 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, extensions, renewals, consolidations and replacements of, and all amendments and supplements to by any such mortgageforeclosure, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or be in any other way foreclosed from its rights under this Lease as long as there is no existing Lease. (b) 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 subordination, non-disturbance foreclosure or proceedings; 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 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 all remedies available to Landlord agreements set forth in this Lease. (c) 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 otherwise 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 by lawherein, 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.

Subordination, Non-Disturbance and Attornment. In the event Landlord encumbers its interest in the demised premises and this Lease, then this Lease and the estate, interest and rights hereby created shall be subordinate to the mortgage placed upon the premises or any estate or interest therein. Tenant agrees that Landlord places in the event any Facility Mortgage on person, firm, corporation or other entity acquires the Leased Propertyright to possession of the premises, including any mortgagee or holder of any estate or interest having priority over this Lease, Tenant shall, within ten (10) days of request 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 term; provided that such substitute landlord agrees in writing not to promptly enter intodisturb and acknowledges Tenant's rights under the terms of this Lease so long as Tenant is not in default of the terms hereof. Notwithstanding the foregoing, execute any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and deliver 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 requesting party a commercially reasonable subordinationexecution and delivery of the mortgage. Tenant, within ten (10) days of request 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, the attornment of Tenant to future landlords, and the non-disturbance and attornment agreement of future landlords to Tenant, in accordance 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 terms 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 lawsubparagraph.

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 to this Lease or Mortgages now Tenant's attornment to such purchaser. Section 9.2. If, at any time prior to the expiration of the Term, any Mortgagee comes into possession of the Real Property or hereafter in force any portion thereof by receiver or otherwise, Tenant agrees, at the election and effect upon or encumbering Landlord's interest in demand of any owner of the Leased Property, Real Property or any portion thereof, and or of any Mortgagee in possession of the Real Property or any portion thereof, to all collateral assignments by Landlord attorn, from time to time, to any third such owner or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure, upon the then-executory terms and conditions of this Lease (except as provided below), for the remainder of the Term, provided that such owner or Mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, is then entitled to possession of the Premises. Any such attornment shall be made upon the condition that no such owner or Mortgagee shall be: 1. liable for any act or omission of any prior landlord (including, without limitation, the then defaulting landlord); or 2. subject to any defense or offsets (except as set forth in this Lease and/or the Work Letter Agreement) which Tenant may have against any prior landlord (including, without limitation, the then defaulting landlord); or 3. bound by any payment of Rental which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, the then defaulting landlord); or 4. bound by any obligation to perform any work or to make improvements to the Premises except for (i) repairs and maintenance pursuant to the provisions of Article VI, (ii) repairs to the Premises or any part thereof as a result of damage by fire or other casualty pursuant to Article XII, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such owner or Mortgagee and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article XIII, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such owner or Mortgagee. The provisions of this Section 9.2 shall inure to the benefit of any such owner or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate, and shall be self-operative upon any such demand, and no further agreement shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner or Mortgagee, shall execute, from time to time, agreements in confirmation of the foregoing provisions of this Section 9.2, reasonably satisfactory to any such owner, Lessor or Mortgagee, and acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 9.2 shall be construed to impair any right otherwise exercisable by any such owner or Mortgagee. Section 9.3. Notwithstanding any provisions of Sections 9.1 & 9.2 hereof or any other provision of this Lease, Tenant and Landlord (and all Landlord's successor's and assigns) agree that, in the event any Mortgagee or any other person or entity (a “Successor Landlord”) becomes the owner of the Real Property (a) through foreclosure of a Mortgage, (b) by other proceeding to enforce a Mortgage, or (c) by deed-in-lieu of foreclosure of a Mortgage or the exercise of another right thereunder (individually and collectively, a “Foreclosure”), then, as long as Tenant is not in default in the payment or performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant’s possession of the Premises and all other rights granted Tenant under this Lease will not be disturbed and this Lease will continue in full force and effect between Successor Landlord and Tenant; provided, however, that if, notwithstanding the foregoing, this Lease is terminated as a result of a Foreclosure, a new replacement lease between Successor Landlord and Tenant will be deemed to be created, with no further instrument required, on the same terms as this Lease except that the term of the replacement lease will be the then unexpired Term of this Lease, and Successor Landlord and Tenant will execute a replacement lease at the request of either of them. In the event a Mortgagee exercises its rights under a Mortgage at any time while Tenant is not then in default under this Lease, Mortgagee agrees that it will not name Tenant as a party to any judicial or parties non-judicial proceeding to enforce the Mortgage or any right thereunder unless joinder is required under applicable law. As long as this Lease otherwise remains in force and effect, Tenant’s options to extend the Term of this Lease set forth in Section 2.7 of this Lease shall not be terminated, extinguished or in any way modified by a Foreclosure. Section 9.4. At any time and from time to time upon not less than twenty (20) days’ prior notice to Tenant or Landlord given by the other, or to Tenant given by a Mortgagee, Tenant or Landlord, as the case may be, shall, without charge, execute, acknowledge and deliver a statement in writing addressed to such party as Tenant, Landlord or Mortgagee, as the case may be, may designate, in form reasonably satisfactory to Tenant, Landlord or Mortgagee, as the case may be, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (ii) whether the Term has commenced and Base Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid; (iii) whether or not, to the best knowledge of the signer of such certificate, either Landlord or Tenant is in default in performance of any of Landlord's rights the terms of this Lease and, if so, specifying each such event of default of which the signer may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) whether or not, to the best knowledge of the signer of such certificate, any Hazardous Materials exist in, on, under or about the Premises, the Buildings or the rentsLand, issues and profits (vii) such further information with respect to the Lease or the Premises as Landlord or Tenant may reasonably request or Mortgagee may require; it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Real Property or any part thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of the interest of Landlord in any part thereof, by any Mortgagee or prospective Mortgagee, by any tenant or prospective tenant of the Real Property or any part thereof, by any prospective assignee of any Mortgage, or by any assignee of Tenant. Section 9.5. As long as any Mortgage exists, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until Tenant has given written notice of such third party act or parties, and omission to all future modificationsMortgagees at such addresses as may have been furnished to Tenant in writing by such Mortgagees and, extensions, renewals, consolidations and replacements of, and all amendments and supplements to if 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, Mortgagee notifies Tenant within fifteen thirty (1530) days following Tenant's receipt of a written request by Landlord such notice that it intends to remedy such act or the holder or proposed holder of any such Facility Mortgageomission, Tenant shall fail or refuse or Mortgagee shall have not executed any a reasonable period of time to remedy 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 act or otherwise provided by lawomission.

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 (a) LESSOR represents that the event only parties, including, without limitation, lenders or lessors, who have any rights (or are currently expected to obtain any rights) in the Premises which are or would be superior to those of LESSEE or which could divest LESSEE of its rights to lease, occupy or enjoy the Premises hereunder are those described on Schedule B attached hereto (each, including any future superior party, being a “Superior Party”). (b) If in the future LESSOR shall mortgage its interests in any real property relating to the Premises under a mortgage or mortgages, this Lease, and the rights of LESSEE hereunder, shall be automatically subject and subordinate to the lien or liens of such mortgage(s) (including any renewals, modifications, consolidations, replacements and/or extensions thereof and all advances made upon the security thereof), provided however that Landlord places as a precondition to such subordination LESSOR shall have delivered to LESSEE, executed and delivered by the holder of such mortgage or mortgages, an agreement mutually and reasonably agreeable to LESSEE and such party confirming that LESSEE may continue to use, possess and enjoy the Premises without being disturbed in any Facility Mortgage on manner, or divested of any right hereunder or being in any other manner impaired, so long as no Event of Default has been called under this Lease. Upon the Leased Propertyrequest of such holder(s), Tenant agrees such instrument may also contain language, in a form customary and reasonable, to promptly enter intoconfirm the resulting subordination hereunder, which instrument LESSEE shall then execute and deliver to such holder. (c) LESSOR covenants that, upon request of LESSEE or LESSEE’s current or future lender(s), LESSOR will execute, and use its best efforts to get each Superior Party to execute, such forms of (A) certification (as to matters such as those set forth in Section 25), (B) lien waiver, (C) notice or memorandum of lease (or other document to evidence this Lease of record, including any consent of such Superior Party to the requesting party a commercially reasonable subordinationrecording of such notice or memorandum of lease), non-disturbance and attornment agreement with any such Facility Mortgagee(D) consent to the pledge, which shall acknowledge that mortgage or hypothecation of LESSEE’s estate, right, title and interest in this Lease, Tenant's interest hereunder and Tenant's leasehold interest each as is reasonably required by LESSEE’s current or future lender(s) in and order for such lender(s) to confirm the Leased Property are juniorvalidity, inferior, subordinate and subject in right, title, interest, lien, encumbranceperfection, priority and all other respects to enforceability of its lien in LESSEE’s personal property and the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Propertyvalidity, or any portion thereofperfection, 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 enforceability 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 lawlien on LESSEE’s real property.

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 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. 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 the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute 18.1.1 This Lease is and deliver to the requesting party a commercially reasonable subordination, non-disturbance shall at all times be and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder remain 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 all other respects to the lien of any Facility present or future deed of trust, mortgage or other security instrument (a "Mortgage") or any ground lease, master lease or primary lease (a "Primary Lease") (and to any and all advances made thereunder) upon the Property or Premises, (the Mortgagee under any Mortgage or Mortgages now or hereafter in force and effect upon or encumbering the lessor under any Primary Lease is referred to herein as "Landlord's interest in the Leased PropertyMortgagee"), unless Landlord requires this Lease to be superior to any such Mortgage or Primary Lease. Tenant shall execute and return to Landlord any portion thereof, and to all collateral assignments commercially reasonable documentation required by Landlord to evidence the subordination (or superiority) of this Lease to any third party Mortgage or parties of any of Primary Lease. If Tenant does not provide Landlord with such documentation within ten (10) business days after 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 agreementrequest, Tenant shall be in breach default under this Lease. Landlord represents and default warrants to Tenant that there is no Primary Lease or Mortgage encumbering the Property or the Premises as of its obligation to do so and the date of this Lease. 18.1.2 Tenant's subordination of this Lease and Landlord to any future Primary Lease or Mortgage shall be entitled thereupon conditioned upon Landlord obtaining from the Landlord's Mortgagee, a written nondisturbance agreement to the effect that (i) in the event of a foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder, and (ii) Landlord's Mortgagee will agree that in the event it shall be in possession of the Premises, that so long as Tenant shall observe and perform all of the obligations of Tenant to be performed pursuant to this Lease, Landlord's Mortgagee will perform all obligations of Landlord required to be performed under this Lease. 18.1.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage made by the Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the landlord under this Lease. Tenant hereby agrees that no mortgagee or its successor shall be (i) bound by any payment of Rent or Additional Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of Landlord's mortgagee or its successor, (iii) liable for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant's occupancy, or (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord. The word "mortgage" as used herein includes mortgages, deeds of trust and any sale-leaseback transactions, or other similar instruments and modifications, extensions, renewals and replacements thereof, and any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawadvances thereunder.

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 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. 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 the event that Landlord places (a) This Lease and Tenant's interest hereunder shall be subordinate to any Facility Mortgage on or other security instrument hereafter placed upon the Leased PropertyPremises by Landlord, Tenant agrees and to promptly enter intoany and all advances made or to be made thereunder, execute and deliver to the requesting party interest thereon, and all renewals, replacements and extensions thereof. As a commercially reasonable condition to Tenant's agreement hereunder to subordinate Tenant's interest in this Lease to any such Mortgage, Landlord shall obtain from each Lender a subordination, non-disturbance and attornment agreement with any such Facility Mortgageein recordable form and, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and subject to the Leased Property are juniorprovisions of Paragraph 31(b), 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 standard form customarily employed 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 MortgageLender and reasonably acceptable to Tenant (any such agreement, Tenant a "Non-Disturbance Agreement"), pursuant to which (i) Such Lender shall fail or refuse or agree that unless and until an Event of Default hereunder shall have not executed any such subordination, non-disturbance occurred and attornment agreement, Tenant be continuing or Landlord shall be in breach and default of its obligation have the right to do so and of terminate this Lease pursuant to any applicable provision hereof, the leasehold estate granted to Tenant and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Lender may take to foreclose any such Mortgage, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Paragraph 32(b); and (ii) Tenant shall agree that neither Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord prior to the date Lender or its successor or assign shall succeed to the rights of Landlord under this Lease, (B) subject to any counterclaim, demand or offsets which Tenant may have against Landlord prior to the date Lender or its successor and assign shall succeed to the rights of Landlord under this Lease, and (C) bound by lawany amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than three (3) months' fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (b) If a Lender shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord's rights ("Successor Landlord") and upon Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (i) liable for any misrepresentation, act or omission of Landlord prior to such attornment, (ii) subject to any counterclaim, demand or offsets which Tenant may have against Landlord prior to such attornment, or (iii) bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than three (3) months' fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender.

Subordination, Non-Disturbance and Attornment. A. Owner will obtain from any Mortgagee which holds a Mortgage as of the Opening Date (or thereafter) an instrument (the “Subordination Agreement”), satisfactory in all respects to Manager and such Mortgagee, which shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. This Agreement and any extensions, renewals, replacements or modifications thereto, and all right and interest of Manager in and to the Hotel, shall be subject and subordinate to such Mortgage; 2. Manager shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. In the event that Landlord places any Facility there is a foreclosure of such Mortgage on (or a deed in lieu of foreclosure), or other exercise by such Mortgagee (or its successor) of its remedies in the Leased Propertyevent of default, Tenant agrees to promptly enter into, execute and deliver in connection with which title or possession of the Hotel is transferred to the requesting party Mortgagee (or its designee) or to 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 purchaser at foreclosure or to a subsequent purchaser from the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and Mortgagee (or from its designee) (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 foregoing shall collectively be referred to as “Subsequent Owners”), this Agreement shall not be terminated and Manager shall not be disturbed in its rights under this Lease Agreement. (The foregoing shall not preclude any remedies available under this Agreement as long as a result of an Event of Default by Manager.) B. In the event that the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Hotel or the Site with any Mortgage, Owner shall be obligated to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement. Manager agrees to execute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Hotel or the Site with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall be a Default of Owner under this Agreement, entitling Manager to all of the remedies set forth in Article IX; and (ii) in addition, Manager shall thereafter have a continuing right to terminate this Agreement upon sixty (60) days’ prior written notice to Owner. In addition, any Mortgage described in the preceding sentence shall be subject and subordinate to Manager’s rights under this Agreement. D. Notwithstanding the subordination of this Agreement which is described in Section 8.03.A.1., if, in connection with the exercise by any Mortgagee of its remedies under any Mortgage, there is no existing and continuing an adverse impact upon the operation of the Hotel by Manager in accordance with the System Standards, the foregoing shall be deemed to be an Event of Default. If, within fifteen (15) days following Tenant's receipt Default by Owner entitling Manager to all 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 remedies set forth 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 lawArticle IX.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places (a) This Lease and Tenant’s interest hereunder shall be subordinate to any Facility Mortgage on or other security instrument hereafter placed upon the Leased PropertyPremises by Landlord, Tenant agrees and to promptly enter intoany and all advances made or to be made thereunder, execute and deliver to the requesting party a commercially reasonable subordinationinterest thereon, and all renewals, modifications, supplements, replacements and extensions thereof or thereto; provided that such subordination shall be subject to and conditioned upon Tenant’s receipt of an SNDA in recordable form duly executed by the holder of any such Mortgage or other security instrument which SNDA shall provide for the recognition of this Lease and all of Tenant’s rights hereunder, including non-disturbance and attornment quiet enjoyment under Paragraph 4(b) hereof, unless and until an Event of Default exists beyond any applicable notice and cure period or Landlord otherwise shall have the express right to terminate this Lease pursuant to any applicable provision hereof or under applicable Law. (b) Landlord agrees that, upon the request of any Person that shall be Tenant’s senior secured lender, or a purchase money equipment lender or equipment lessor of Tenant, Landlord shall negotiate in good faith for the purpose of executing and delivering a commercially reasonable waiver of Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and such Person regarding the security interests in, and the timing and removal of, any inventory, equipment or other collateral in which such Facility MortgageePerson has a secured interest (the “Collateral”), which shall acknowledge that in form and substance reasonably acceptable to Landlord and such Person, so long as such waiver and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant, and against any physical damage caused to the any Related Premises, in connection with the removal of any of the Collateral by such Person, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any of the Equipment as defined in this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to (iii) provides for a reasonable, but limited, time frame for the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to removal of such Collateral by such Person after the lien expiration 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 thereofwhich same shall be deemed abandoned, and to all collateral assignments (iv) provides for the per diem payment of Basic Rent due hereunder by Landlord to any third party or parties of any of Landlord's rights under this Lease or such Person for each day after 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 fifth (5th) business day following the date of the Leased Property expiration 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 termination of this Lease and that Landlord shall be entitled thereupon permits such Person’s Collateral to exercise remain in any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawRelated Premises.

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. A. Owner shall obtain from any Mortgagee that holds a Mortgage as of the Effective Date or thereafter during the Term an agreement (the “Subordination Agreement”) that (i) is reasonably satisfactory in all material respects to Manager and such Mortgagee, and (ii) shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. The right, title and interest of Manager in and to the Hotel under this Agreement shall be subject and subordinate to the lien of the Mortgage; 2. If there is a Foreclosure of such Mortgage, and Termination of this Agreement has not occurred, Manager shall be obligated to each Subsequent Owner to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. If there is a Foreclosure of such Mortgage, (i) this Agreement shall not be terminated as a result of the Foreclosure (but may be terminated only in accordance with its terms), (ii) Mortgagee and all Subsequent Owners shall recognize Manager’s rights under this Agreement, so long as this Agreement has not otherwise been terminated in accordance with its terms), (iii) Manager shall not be named as a party in any Foreclosure action or proceeding (unless required by applicable law in order for Mortgagee to successfully foreclose such Mortgage), and (iv) Manager shall not be disturbed in its right to manage and operate the Hotel pursuant to the provisions of this Agreement, so long as this Agreement has not otherwise been terminated in accordance with its terms. B. In the event that Landlord places the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts that are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Hotel or the Site with any Facility Mortgage on Mortgage, Owner shall obtain from the Leased Propertyproposed Mortgagee an executed, Tenant recordable Subordination Agreement. Manager agrees to promptly enter intoexecute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Hotel or the Site with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall constitute an Event of Default by Owner; and (ii) in addition, execute and deliver Manager shall thereafter have a continuing right to the requesting party terminate this Agreement upon sixty (60) days’ prior written notice to Owner, unless Owner obtains a commercially reasonable subordinationSubordination Agreement prior to Manager’s exercise of such termination right. In addition, 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 described in the Leased Property, or any portion thereof, preceding sentence shall be subject and subordinate to all collateral assignments by Landlord to any third party or parties of any of Landlord's Manager’s rights under this Lease or Agreement. D. Notwithstanding the rentssubordination of this Agreement that is described in Section 8.03.A.1, issues if, in connection with the exercise by any Mortgagee of its remedies under any Mortgage, there is a material 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 adverse impact upon the operation of the Leased Property or its rights under Hotel by Manager in accordance with this Lease Agreement, including compliance with System Standards, as long as there is no existing and continuing required herein, the foregoing shall constitute an Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request Default 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 lawOwner.

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 (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 ’s rights under this Lease shall not be disturbed and Tenant's leasehold interest shall remain 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 for the Term, and Tenant shall not be joined by the Mortgagee in any action or encumbering Landlord's interest in proceeding to foreclose thereunder. In addition, this Lease is and shall be subject and subordinate to the Leased Property, or existing Ground Lease and any portion thereof, other existing underlying leases affecting the Premises and to all collateral assignments renewals, modifications, consolidations, replacements, and extensions thereof. If any Mortgagee requests an SNDA from Tenant, then Tenant shall execute and deliver to Mortgagee such Mortgagee’s commercially reasonable customary form of SNDA in recordable form within twenty (20) days of such request. (b) After receiving notice and a notice address from any Mortgagee, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such Mortgagee. Any such Mortgagee shall have thirty (30) days for the cure of any third party or parties such default and if such default cannot reasonably be cured within such thirty (30) days, then Mortgagee shall have thirty (30) days within which to commence a cure and provided such Mortgagee is proceeding diligently, such longer period as may be reasonably necessary to complete such cure. The curing of any of Landlord's ’s defaults by such Mortgagee shall be treated as performance by Landlord. (c) With respect to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to any Mortgagee, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the Mortgagee, shall never be deemed an assumption by such Mortgagee of any of the obligations of Landlord hereunder, unless such Mortgagee shall, by written notice sent to Tenant, specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the non-payment of such Rent. (d) If the Mortgagee, or any party deriving its interest therefrom shall succeed to the rights of Landlord in the Premises or under this Lease Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then Tenant shall attorn to and recognize such party succeeding to Landlord’s rights (the rents, issues and profits thereof or therefrom party so succeeding to Landlord’s rights herein sometimes called the “Successor Landlord”) as security for any liability or indebtedness, direct, indirect or contingent, of Tenant’s Landlord to such third party or partiesunder this Lease, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to all future modificationsconfirm such attornment. This Lease shall continue in full force and effect as, extensionsor as if it were, renewals, consolidations a direct lease between the Successor Landlord and replacements ofTenant, and all amendments of the terms, conditions and supplements covenants set forth in this Lease shall be applicable after such attornment, except that the Successor Landlord shall not: (i) be liable for any previous net or omission or Landlord under this Lease; (ii) be subject to any offset that shall have theretofore accrued to Tenant against Landlord; or (iii) be bound by: (A) any previous modification of this Lease, not expressly provided for in this Lease unless consented to by such mortgageSuccessor Landlord; or (B) any security deposit not delivered to such Successor Landlord or previous prepayment of more than one (l) month’s Rent or any Additional Rent then due, mortgages unless such prepayment shall have been expressly approved in writing by the Mortgagee through or assignments; provided such lender agrees not by reason of which the Successor Landlord shall have succeeded to disturb Tenant's occupancy the rights of the Leased Property or its rights Landlord under this Lease as long as there is no existing Lease. The provisions for attornment set forth in this Section 14(d) shall be self-operative and continuing Event shall not require the execution of Defaultany further instrument. IfHowever, if any Successor Landlord reasonably requests a further instrument confirming such attornment, Tenant agrees to execute and deliver the same within fifteen twenty (1520) days following Tenant's receipt of after 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 is made to do so and in accordance 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 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. 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. 30.1 On thirty (30) days after written request, Lessor shall obtain from any lender holding security for a loan encumbering Lessor's interest in the Premises and deliver to Lessee an executed NonDisturbance Agreement assuring Lessee, 30.2 Lessee shall upon Lessor's thirty (30) day written request subordinate this Lease to any mortgage or Trust Deed placed on the Premises by Lessor provided the lender executes and delivers to Lessee a Non-Disturbance Agreement as provided above. Lessee shall, upon the request of the lender become a party of any such agreement and will agree if the lender succeeds to the interest of Lessor, Lessee shall recognize the lender (or any successor in interest) as its Landlord under the terms of this Lease. 30.3 This Lease, at Lessor's option, shall be subordinate to any mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to quiet possession of the Premises 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, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee or trustee shall elect to have this Lease prior to the lien of its mortgage or deed of trust, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof. 30.4 In the event that Landlord places any Facility Mortgage on proceedings are brought for foreclosure, or in the Leased Propertyevent of the exercise of the power of sale under any mortgage or trust deed made by Lessor covering the Premises, Tenant Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Lessor under this Lease. 30.5 Lessee agrees to promptly enter intoexecute any documents reasonably necessary or proper to effectuate an attornment, execute and deliver a subordination or to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that make 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 Propertymortgage, or any portion thereofdeed of trust, and as the case may be. Lessee's failure 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 execute 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, documents within fifteen ten (1510) days following Tenant's receipt of after written demand shall constitute a written request material default 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 lawLessee hereunder.

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 the event that Landlord places (a) This Lease and Tenant’s interest hereunder shall be subordinate to any Facility Mortgage on or other security instrument hereafter placed upon 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 Premises by Landlord's interest in the Leased Property, or any portion thereof, and to any and all collateral assignments by Landlord advances made or to any third party or parties of any of Landlord's rights under this Lease or be made thereunder, to 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 ofinterest thereon, and all amendments renewals, replacements and supplements to extensions thereof; provided and upon condition that any such mortgage, mortgages Mortgage or assignments; provided such lender agrees not to disturb Tenant's occupancy of other security instrument (or a separate instrument in recordable form duly executed by 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 Mortgage or other security instrument and delivered to 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 provide for the recognition of this Lease and all Tenant’s rights hereunder and shall not disturb Tenant’s use and/or possession of the Leased Premises unless and until an Event of Default exists or Landlord shall have the right to terminate this Lease pursuant to any applicable provision hereof. (b) Landlord agrees that, upon the request of any Person that shall be entitled thereupon Tenant’s senior secured lender, or a purchase money equipment lender or equipment lessor of Tenant, Landlord shall negotiate in good faith for the purpose of executing and delivering a commercially reasonable waiver (a “Waiver”) of Landlord’s statutory lien rights, if any, and a consent and agreement with respect to exercise the respective rights of Landlord and such Person regarding the security interests in, and the timing and removal of, any inventory, equipment or other collateral in which such Person has a secured interest (the “Collateral”), in form and all remedies available substance reasonably acceptable to Landlord pursuant and such Person, so long as such Waiver (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant, and against any physical damage caused to the Leased Premises, in connection with the removal of any of the Collateral by such Person, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any of the Equipment as defined in this Lease, (iii) provides for a reasonable, but limited, time frame for the removal of such Collateral by such Person after the expiration of which same shall be deemed abandoned, and (iv) provides for the per diem payment of Basic Rent due hereunder by such Person for each day after the fifth (5th) business day following the date of the expiration or termination of this Lease or otherwise provided by lawthat Landlord permits such Person’s Collateral to remain at the Leased Premises.

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. 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. 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 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 (a) Lessee agrees that this Lease will be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the event Leased Space and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust; provided that, the holder of any such instrument agrees in writing that Landlord places 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 Facility Mortgage way increased or its rights diminished by the provisions of this paragraph. Lessee agrees to attorn to the mortgagee, trustee, or beneficiary under any such mortgage or deed of trust, and 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 Agreement in form reasonably acceptable to Lessee, from any holder of a mortgage, deed to secure debt, or deed of trust to which this Lease is, or will become, subordinate. (b) Lessee may from time to time grant to certain lenders selected by Lessee and its affiliates (the “Lenders”) a lien on and security interest in all assets and personal property of Lessee located on the Leased Space, including, but not limited to, all accounts receivable, inventory, goods, machinery and equipment owned by Lessee (the “Personal Property”) as collateral security for the repayment of any indebtedness to the Lenders. The Lenders may, in connection with any foreclosure or other similar action relating to the Personal Property, Tenant enter upon the Leased Space (or permit their representatives to do so on their behalf) in order to implement a foreclosure or other action without liability to Lessor provided, however, that (i) Rent is paid to Lessor during occupancy by or on behalf of the Lenders for any purpose, (ii) the Lenders pay for any damages caused by the Lenders or their representatives in removing the Personal Property from the Leased Space, and (iii) the Lenders otherwise comply with the terms of this Lease. Lessor hereby agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with subordinate 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, security interest, lien, encumbranceclaim or other similar right, priority and all other respects including, without limitation, rights of levy or distraint for rent, Lessor may have in or on the Personal Property, whether arising by agreement or by law, to the lien liens and/or security interests in favor of any Facility Mortgage the Lenders, whether currently existing or Mortgages now or hereafter arising in force and effect the future. Nothing contained herein shall be construed to xxxxx x xxxx upon or encumbering Landlord's security interest in any of Lessor’s assets. To the Leased Propertyextent required by the terms of this Lease, or any portion thereof, and to all collateral assignments by Landlord Lessor consents to any third party grant by Lessee to any Lenders of a lien on Lessee’s leasehold interest in this Lease. In the event Lessor gives Lessee any notice of default or parties termination of this Lease (or commences any legal process relating thereto), Lessor will endeavor to simultaneously give a duplicate copy thereof to the Lenders but shall incur no liability due to Lessor’s failure to give such notice and the failure to give such notice shall not limit Lessor’s ability to exercise any remedies available to Lessor under this Lease. Lessor agrees to accept performance on the part of any of Landlord's rights under the Lenders or their agents or representatives as though performed by Lessee to cure any default or condition for termination. The terms of this Lease paragraph may not be modified, amended or terminated except in writing signed by the rentsLenders. Lessor has been made aware that Lessee has entered, issues or may enter into a certain loan agreement and profits thereof such lender shall be considered the Lender for purposes of this paragraph and is, together with its successors and assigns, intended third party beneficiaries hereof and any notices to any Lenders required or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord desired to be given hereunder shall be directed to such third lender, or Lessee shall designate in writing or at such other address as such 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 lawspecify.

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 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 the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute 30.1 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 mortgage, deed of trust, or Mortgages lease in which Landlord is tenant now or hereafter in force and effect upon against the Building or encumbering Landlord's interest in the Leased Property, or any portion thereof, Project and to all collateral assignments by Landlord advances made or hereafter to any third party or parties be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Landlord's rights Tenant to effectuate such subordination. Notwithstanding the foregoing or anything in this Lease to the contrary, Tenant’s agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the Execution Date of this Lease shall be conditioned upon the holder of such lien, or a ground lessor, as applicable, confirming in writing that Tenant’s leasehold interest hereunder shall not be disturbed so long as no Default by Tenant exists under this Lease and acknowledging and accepting Tenant’s prepayment of Base Rent set forth in Section 7.1. Landlord represents and warrants to Tenant that as of the Execution Date no deed of trust, mortgage or ground lease exists on the Building or the rentsProject. 30.2 Notwithstanding the foregoing, issues Tenant shall execute and profits thereof deliver upon demand such further instrument or therefrom instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as security may be required by Landlord; provided such subordination provides the non-disturbance protection for Tenant provided for in Section 30.1. If any liability such mortgagee, beneficiary or indebtednesslandlord under a lease wherein Landlord is tenant (each, directa “Mortgagee”) so elects, indirect or contingenthowever, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements this Lease shall be deemed prior in lien to any such lease, mortgage, mortgages or assignments; provided deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such lender effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to disturb Tenant's occupancy the financing of the Leased Property real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or its rights in the event of the exercise of the power of sale under this Lease as long as there is no existing and continuing Event any mortgage or deed of Default. If, within fifteen (15) days following Tenant's receipt of a written request trust made by Landlord or covering the holder or proposed holder of any such Facility MortgagePremises, Tenant shall fail at the election of the purchaser at such foreclosure or refuse or shall have not executed sale attorn to the purchaser upon any such subordination, non-disturbance foreclosure or sale and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of recognize such purchaser as Landlord 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 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 the event that Landlord places any Facility Mortgage on the Leased Property, 1. Tenant agrees that so long as this Agreement is in full force and effect the Lease, and all of the terms, covenants, provisions and conditions thereof is, shall be and shall at all times remain and continue to promptly enter intobe subject and subordinate in all respects to the lien, terms, covenants, provisions and conditions of the Security Instrument and to all advances and re­ advances made thereunder and all sums secured thereby. This provision shall be self-operative but Tenant shall execute and deliver any additional instruments which Lender may reasonably require to effect such subordination. 2. So long as (i) Tenant is not in default (beyond any period given in the requesting party a commercially reasonable subordinationLease to Tenant to cure such default) in the payment of rent or additional rent or in the performance or observance of any of the other terms, non-disturbance covenants, provisions or conditions of the Lease on Tenant’s part to be performed or observed, (ii) Tenant is not in default under this Agreement (beyond any applicable notice and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, cure period) and (iii) the Lease is in full force and effect: (a) Tenant's interest hereunder ’s possession of the Premises and Tenant's leasehold interest in ’s rights and to privileges under 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 PropertyLease, or any portion thereofextensions or renewals thereof which may be effected in accordance with any option therefor which is contained in the Lease, shall not be diminished or interfered with by Lender or a Successor-Landlord (as hereinafter defined), 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 ’s occupancy of the Leased Property Premises shall not be disturbed by Lender or its a Successor-Landlord for any reason whatsoever during the term of the Lease or any such extensions or renewals thereof and (b) Lender will not join Tenant as a party defendant in any action or proceeding to foreclose the Security Instrument or to enforce any rights or remedies of Lender under the Security Instrument which would cut-off, destroy, impair, diminish, terminate or extinguish the Lease or Tenant’s interest and estate under the Lease (except to the extent required by laws, provided, however, such joinder shall not result in the termination of the Lease, disturb Tenant’s possession or use of the Premises or in any way diminish or otherwise affect the rights and privileges granted to, or inuring to the benefit of, Tenant 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 lawAgreement).

Subordination, Non-Disturbance and Attornment. 18.01. Subject to Section 18.03, Tenant accepts this Lease subject and subordinate to any mortgages, deeds of trust and/or other security instruments and any ground lease, master lease or primary lease (individually and collectively, as applicable, a "Mortgage") now or at any time hereafter affecting the Property or the improvements situated thereon or the building provided, however, that if the mortgagee, trustee, lessor, or holder of any such Mortgage (individually and collectively as applicable, a "Mortgagee") elects to have Tenant's interest in this Lease superior to any such Mortgage, then by notice to Tenant from such Mortgagee, this Lease shall be deemed superior to such Mortgage, whether this Lease was executed before or after said Mortgage. Tenant, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any Mortgagee for the purpose of subjecting and subordinating this Lease to the lien or interest in the fee of any such Mortgage. 18.02. Subject to Section 18.03, if any Mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Property, whether through possession or foreclosure or the delivery of a deed to the Property, then, upon written request of such Mortgagee so succeeding to Landlord's rights hereunder, Tenant shall attorn to and recognize such Mortgagee as Tenant's landlord under this Lease, and shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment (whether before or after making of the Mortgage). In the event of any other transfer of Landlord's interest hereunder, upon the written request of the transferee or Landlord, Tenant shall attorn to and recognize such transferee as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such transferee or Landlord places any Facility Mortgage on the Leased Propertymay reasonably request to evidence such attornment. Without limiting Tenant's obligations as detailed above, but subject to Section 18.03, Tenant agrees to promptly enter into, execute and deliver from time to the requesting party time within ten (10) business days of Landlord's or such Mortgagee's request a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, evidencing Tenant's interest hereunder obligations under this Article 18 which is consistent with the terms of this Lease and does not in any manner materially increase 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 Landlordobligations nor materially diminish Tenant's rights under this Lease (individually and collectively a "Subordination Agreement"). Tenant hereby irrevocably appoints Landlord as attorney-in-fact for the Tenant with full power and authority to execute and deliver in the name of Tenant any such Subordination Agreement if Tenant fails to deliver the same within such ten (10) business day period and such Subordination Agreement as signed by Landlord or Landlord's beneficiary if Landlord is a land trust, as the rentscase may be, issues and profits thereof or therefrom as security for any liability or indebtednessshall be fully binding on Tenant. 18.03. Notwithstanding anything to the contrary contained herein, direct, indirect or contingent, of Landlord Tenant's agreement to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements subordinate this Lease to any Mortgage and attorn to any Mortgagee or Transferee shall not be effective unless and until the Mortgagee shall execute and deliver to Tenant a commercially reasonable Subordination Agreement containing a non-disturbance covenant which is consistent with the terms of this Lease and does not in any manner materially increase Tenant's obligations nor materially diminish Tenant's rights under this Lease providing, among other things, that if any such mortgageMortgage is foreclosed, mortgages or assignments; provided if any such lender agrees ground lease is terminated (or if the Property is transferred in lieu of foreclosure), the Mortgagee or transferee shall agree to accept this Lease and not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as (so long as there is no existing and continuing Event of Default). IfTenant shall execute, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of attest, and notarize any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance Subordination Agreement in accordance with the requirements of Sections 18.02 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 law18.03.

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 the event that Landlord places (a) This Lease is and shall be subject and subordinate in all respects 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 mortgages and deeds of any Facility Mortgage or Mortgages trust now or hereafter in force and effect upon placed on the Building, the Building Complex or encumbering Landlord's interest in the Leased Property, or any portion thereofland on which it is situated, and to all collateral assignments by renewals, modifications, consolidations, replacements and extensions thereof. (b) Subject to subparagraph (c) and receipt from the Landlord's mortgagee of the non- disturbance agreement provided for in subparagraph 27(f), if the interest of Landlord is transferred to any third party person (herein called ("Purchaser") by reason of foreclosure or parties other proceedings for enforcement of any mortgage or deed of Landlord's rights under this Lease 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 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 by delivery of a written request deed in lieu of such foreclosure or other proceedings, Tenant shall immediately and automatically attorn to Purchaser. (c) No attornment by Landlord or Tenant to the holder or proposed holder of any mortgage or deed of trust which would be subordinate to this Lease but for the provisions of subparagraph (a) shall be effective unless Purchaser delivers to Tenant written undertaking that this Lease and Tenant's rights hereunder shall continue undisturbed while Tenant is not in default, despite such Facility Mortgageenforcement proceedings and transfer. (d) Upon attornment under subparagraph (b), this Lease shall continue in full force and effect as a direct Lease between Purchaser and Tenant, upon all of the same terms, conditions and covenants as are set forth in this Lease except that, after such attornment, Purchaser shall not be liable for any act of omission of any previous Landlord. (e) The subordination and attornment provisions of this Paragraph 27 shall be self-operating and except as set out in subparagraph (c), no further instrument shall be required. Nevertheless Tenant, on request by and without cost to Landlord or any successor in interest, shall execute and deliver any and all reasonable instruments further evidencing such subordination and (where applicable hereunder) attornment. Tenant shall fail or refuse or shall have not executed hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, delivery and record any such subordinationdocuments and instruments in the name and on behalf of Tenant if Tenant fails to do so. (f) Landlord agrees that substantially concurrent with the execution of this Lease by both Landlord and Tenant, that it will deliver to Tenant a non-disturbance and attornment agreementagreement from Landlord's mortgagee, Tenant which non- disturbance agreement 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 lawon the mortgagee's standard form.

Subordination, Non-Disturbance and Attornment. Within thirty (30) days of receipt of a request from. Tenant, Landlord shall deliver to Tenant with regard to any and all Mortgages (as defined below) encumbering the Premises that are superior in interest to this Lease, a non-disturbance and attainment agreement in a reasonable executed by the holder of such Mortgage (“Mortgagee”). In addition, throughout the event that term, upon request from Landlord places any Facility Mortgage on the Leased Propertyor its Mortgagee, Tenant agrees to promptly enter into, execute and deliver to the requesting party Landlord and its Mortgagee a commercially reasonable subordination, non-disturbance and attornment adornment agreement in a reasonable form executed by the Mortgagee (as applicable) 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 regard to all future Mortgages that are subordinate in interest to this Lease 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 Mortgages. Upon 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. 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, this Lease shall be subordinate to the corresponding Mortgage in accordance with the terms of said agreement. As used in this Paragraph 18, 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. In the event of a foreclosure of any Mortgage, Tenant shall be atom to a Mortgagee or any purchaser at a foreclosure sale (any such foreclosure, or deed in breach and default of its obligation to do so and of this Lease and Landlord lieu thereof, shall be entitled thereupon referred to exercise any as a “Foreclosure”) of a Mortgage only if such Mortgagee or purchaser executes a nondisturbance and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawattornment agreement in a reasonable form.

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 a. The LESSEE agrees that this Lease will be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the event Leased Space and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust; provided that, the holder of any such instrument agrees in writing that Landlord places 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 Facility Mortgage way increased or its rights diminished by the provisions of this paragraph. The LESSEE agrees to attorn to the mortgagee, trustee, or beneficiary under any such mortgage or deed of trust, and 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 Agreement in form reasonably acceptable to the LESSEE, from any holder of a mortgage, deed to secure debt, or deed of trust to which this Lease is, or will become, subordinate. b. The LESSEE may from time to time grant to certain lenders selected by the LESSEE and its affiliates (the “Lenders”) a lien on and security interest in the LESSEE’S interest in the Lease and all assets and personal property of the LESSEE located on the Leased Space (the “Personal Property, Tenant ”) as collateral security for the repayment of any indebtedness to the Lenders. The LESSEE hereby agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with subordinate 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, security interest, lien, encumbranceclaim or other similar right, priority and all other respects including, without limitation, rights of levy or distraint for rent, the Town may have in or on the Personal Property, whether arising by agreement or by law, to the lien liens and/or security interests in favor of any Facility Mortgage the Lenders, whether currently existing or Mortgages now or hereafter arising in force and effect the future. Nothing contained herein shall be construed to xxxxx x xxxx upon or encumbering Landlord's security interest in any of the Leased PropertyTown’s assets. Should the Lenders exercise any rights of the LESSEE under the Lease, including the right to exercise any renewal option(s) or any portion thereofpurchase option(s) set forth in the Lease, the Town agrees to accept such exercise of rights by the Lender as if same had been exercised by the LESSEE, and to all collateral assignments the LESSEE, by Landlord to any third party or parties of any of Landlord's rights signing below, confirms its agreement with this provision. If there shall be a monetary default by the LESSEE under this Lease or the rentsLease, issues and profits the LESSEE shall accept the cure 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 by the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, Lenders within fifteen (15) days following Tenant's receipt after the expiration of any grace period provided to the LESSEE under the Lease to cure such default, prior to terminating the Lease. If there shall be a non-monetary default by the LESSEE under the Lease, the Town shall accept the cure thereof by the Lenders within thirty (30) days after the expiration of any grace period provided to the LESSEE under the Lease to cure such default, prior to terminating the Lease. The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on the Lenders’ interest therein or surrendered, terminated or cancelled, without the prior written consent of the Lenders. If the Lease is terminated as a result of a written default by the LESSEE or is rejected in any bankruptcy proceeding, the Town will enter into a new lease with the Lenders or their designee on the same terms as the Lease within fifteen (15) days of the Lenders’ request made within thirty (30) days of notice of such termination or rejection, provided the Lenders pay all past due amounts under the Lease. The foregoing is not applicable to normal expirations of the term of the Lease. In the event the Town gives the LESSEE any notice of default under the terms of the Lease, the Town shall simultaneously give a copy of such notice to the Lenders at an address to be supplied by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or LESSEE. The LESSEE shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default the right to record a memorandum of its obligation to do so and the terms 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 A. On or before thirty (30) days after 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 satisfaction 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 condition precedent set forth in breach and default of its obligation to do so and Section 62 of this Lease and the closing of Landlord’s construction financing for the Project, Landlord covenants to obtain from each lender the security for whose loan then-encumbers the Project (and each lessor, if any, whose interest in the Project is then-paramount to Landlord’s (“Overlessor”)), a subordination, nondisturbance and attornment agreement (“SNDA”) in form and content reasonably acceptable to Tenant and the lender or Overlessor, as applicable, which SNDA shall include the provisions of the form shown in Exhibit “I” in connection with casualty and condemnation proceeds being utilized to the extent required in this Lease provided that at the time that Landlord delivers the applicable SNDA to Tenant, Tenant meets the SNDA Casualty and Condemnation Proceeds Conditions, as hereinafter defined. If Landlord breaches its obligation(s) hereunder, Tenant may terminate this Lease by giving written notice thereof to Landlord; provided, however, that any such termination notice may only be given prior to delivery of such SNDA to Tenant, and provided further, that even if Tenant properly elects to so terminate this Lease, if Landlord delivers the required SNDA(s) to Tenant within thirty (30) days after receipt of Tenant’s termination notice, then the termination of this Lease shall be entitled thereupon to exercise any void and all remedies available to Landlord pursuant to of no further force or effect, and this Lease shall continue in full force and effect. B. Tenant shall, upon Landlord’s request, subordinate this Lease in the future to any mortgage lien or otherwise xxxxxxxxx placed by Landlord upon the Project or any part thereof, provided by lawthat Tenant receives an SNDA in form and content reasonably acceptable to Tenant and the lender or Overlessor, as applicable, which SNDA shall include the provisions of the form shown in Exhibit “I” in connection with casualty and condemnation proceeds being utilized to the extent required in this Lease provided that at the time that Landlord delivers the applicable SNDA to Tenant, Tenant meets the SNDA Casualty and Condemnation Proceeds Conditions. C. Any such SNDA shall be substantially in the form attached hereto and made a part hereof as Exhibit “I,” with such commercially reasonable changes thereto as may be reasonably acceptable to Tenant, and the lender or Overlessor, as applicable, and Landlord, but in any case the SNDA shall include the provisions of the form shown in Exhibit “I” in connection with casualty and condemnation proceeds being utilized to the extent required in this Lease, provided that, (i) at the time that Landlord delivers the applicable SNDA to Tenant: (x) Tenant’s net worth (as determined in accordance with GAAP) is more than Two Hundred Million Dollars ($200,000,000.00); and (y) Tenant is not in default of this Lease beyond applicable notice and cure periods (if any); and (z) Tenant is leasing the entire Rentable Area of the Building other than the Third Party Ground Floor Retail Space, and (ii) at the time of the casualty or condemnation, Tenant is not in default of this Lease beyond applicable notice and cure periods (if any). The conditions set forth in this subsection C in connection with casualty and condemnation proceeds are referred to as the “SNDA Casualty and Condemnation Proceeds Conditions.”

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 the event that Landlord places any Facility Mortgage on (a) This Lease and all rights of Tenant therein, and all interest or estate of Tenant in the Leased PropertyPremises, or any portion of the same, shall be subject and subordinate to the lien of any mortgage, deed of trust, security instrument, or other document of like nature (a “Mortgage”) that may at any time be placed upon the Leased Premises, or any portion of the same, by Landlord, and to any replacements, renewals, amendments, modifications, extensions, or refinancing of any such instrument, and to each and every advance made under any Mortgage. Tenant agrees that it shall, at any time and from time to promptly enter intotime, given a reasonable period after Landlord’s written request for the same, execute and deliver to Landlord any instruments that may be reasonably required for the requesting party a commercially reasonable subordination, non-disturbance purpose of subjecting and attornment agreement with any such Facility Mortgagee, which shall acknowledge that subordinating 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 to the lien of any Facility Mortgage or Mortgages now or hereafter such Mortgage. (b) As a condition of Tenant’s agreement to subordinate this Lease pursuant to Paragraph 28(a), however, and as an independent obligation under this Lease, Landlord and Tenant further agree that, so long as Tenant is not in force default (beyond any applicable notice, grace, and effect upon or encumbering Landlord's interest cure period) in the Leased Propertypayment of Basic Rent or Additional Rent, or in the performance of any portion thereofcovenants, conditions, provisions, terms, or agreements to be performed and observed by Tenant under this Lease, no such agreement to subordinate this Lease, nor any holder or beneficiary of the same, shall interfere with, hinder, or molest Tenant’s right to quiet enjoyment under this Lease, nor the right of Tenant to continue to occupy the Leased Premises and to conduct its business upon the same in accordance with the covenants, conditions, provisions, terms, and to all collateral assignments by Landlord to any third party or parties agreements of this Lease. Further, no lien of any Mortgage shall affect Tenant’s trade fixtures or other personal property (including, without limitation, any property acknowledged under Paragraph 31(h) of Landlord's this Lease to be retained by Tenant) located at any time in or on the Leased Premises. Landlord shall, at Tenant’s written request, cause any person holding at any time any Mortgage affecting the Demised Premises to execute and deliver (within a reasonable period after such mortgagee’s written request for the same) a written subordination, non-disturbance, and attornment agreement in a form reasonably satisfactory to Tenant, together with any other instrument that Tenant may reasonably request to evidence the terms, conditions, and covenants of this Paragraph 17. (c) If any mortgagee shall succeed to the rights of Landlord 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 ownership of the Leased Property Premises, whether through possession or its foreclosure or the delivery of a deed to all or any part of the Leased Premises, then, upon the written request of such mortgagee so succeeding to Landlord’s rights hereunder, Tenant shall attorn to and recognize such mortgagee as Tenant’s landlord under this Lease, and shall execute and deliver (within a reasonable period after such mortgagee’s written request for the same) any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or after making of the Mortgage). In the event of any other transfer of Landlord’s interest hereunder to a Permitted Third Party Transferee, upon the written request of the Permitted Third Party Transferee and Landlord, Tenant shall attorn to and recognize such Permitted Third Party Transferee as Tenant’s landlord under this Lease as long as there is no existing and continuing Event of Default. If, shall promptly execute and deliver (within fifteen (15) days following Tenant's receipt of a reasonable period after such mortgagee’s written request by Landlord or for the holder or proposed holder of same) any instrument that 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 transferee and Landlord shall be entitled thereupon may reasonably request to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by lawevidence such attornment.

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. .

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 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 the event that Landlord places This Lease and Tenant’s interest hereunder shall be subordinate to any Facility Mortgage on or other security instrument hereafter placed upon the Leased PropertyPremises by Landlord, Tenant agrees and to promptly enter intoany and all advances made or to be made thereunder, execute and deliver to the requesting party interest thereon, and all renewals, replacements and extensions thereof. As a commercially reasonable condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any such Mortgage, Landlord shall obtain from each Lender a subordination, non-disturbance and attornment agreement in recordable form that complies with the provisions of Section 29 and is reasonably acceptable to Tenant (any such Facility Mortgageeagreement, which an “SNDA”). Any such SNDA shall acknowledge included the following: (a) Such Lender shall agree that unless and until an Event of Default hereunder shall have occurred and be continuing or Landlord shall have the right to terminate 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 Lease pursuant to any third party or parties applicable provision hereof, the leasehold estate granted to Tenant and the rights 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 to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Lender may take to foreclose any such Mortgage, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 29(b); and (b) Tenant shall agree that neither Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord, and (B) be bound by lawany amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (c) If a Lender, any successor or assignee of Lender, or any other purchaser at any foreclosure sale under the Lender’s mortgage (collectively “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (i) liable for any misrepresentation, act or omission of Landlord (except that Successor Landlord shall be responsible for correcting any continuing defaults and obligations which exist at the time Successor Landlord succeeds to Landlord’s interest under the Lease), or (ii) bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places 63.1 This Lease, including any Facility Mortgage on the Leased Propertyoptions for renewal or purchase contained herein or executed in connection herewith, Tenant agrees shall be subject and subordinate to promptly enter intoany ground lease, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgageeunderlying lease and/or all mortgages made or given by Landlord, 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 affect the Leased Property, or any portion thereofreal property of which the Demised Premises forms a part, and to all collateral assignments renewals, modifications, consolidations, replacements and extensions thereof. 63.2 Landlord shall request from the lessor under any ground or underlying lease and/or mortgagees holding any mortgage affecting the Building or the Demised Premises, an agreement, providing in substance that, notwithstanding any default by the 75 Landlord under such leases or mortgages, and so long as this Lease is in effect, that: a) in the event of a default under any lease or mortgage, or should it become necessary to foreclose a mortgage or terminate a lease, the mortgagee or lessor thereunder shall not join the Tenant in any third party summary or parties of foreclosure proceedings, nor shall Tenant be evicted or its leasehold estate hereunder be disturbed or terminated, so long as Tenant is not in default under any of Landlordthe terms, covenants and conditions of this Lease; b) in the event that the holder of such lease or mortgage or any of its successors or assigns, shall hereafter succeed to the interest of the Landlord under this Lease, the lessor or mortgagee shall agree to be bound to the Tenant under all of the terms, covenants and conditions of this Lease, and the Tenant agrees that from and after such event it shall attorn to and recognize such successor as Tenant's landlord under this Lease. Tenant shall execute promptly and deliver any instrument that may be necessary to evidence such attornment within ten days after any such landlord or mortgagee shall give notice and demand to Tenant requesting the execution and delivery of such instrument, accompanied by a draft of the proposed instrument. Should Tenant fail or refuse to do so, Tenant hereby irrevocably appoints Landlord its attorney-in-fact to execute such instrument on behalf of Tenant. c) upon the attornment provided for above, this Lease shall continue in full force and effect as a lease directly between such successor landlord and the Tenant hereunder, upon and subject to all of the terms, covenants and conditions hereunder. All rights and obligations under this Lease or shall continue as though the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, interest of Landlord to such third party or parties, and to had not been terminated. Tenant shall have all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to of the remedies provided hereunder against any such mortgage, mortgages lessor or assignments; provided such lender agrees not to disturb Tenant's occupancy mortgagee for the breach of the Leased Property or its rights any agreement contained in this Lease that Tenant might have had under this Lease against the Landlord hereunder, as long as there is if such lessor or mortgagee had not succeeded to the interest of the Landlord; provided however, that no existing lessor or mortgagee shall be: (i) liable for any act or omission of any prior landlord (including the Landlord); or (ii) subject to any offsets or defenses which the Tenant might have against any prior landlord (including the Landlord); or (iii) bound by any rent or additional rent which the Tenant might have paid for more than or in advance of the current month to any prior landlord (including the Landlord); or (iv) liable to Tenant for the return of any security deposit made hereunder, unless such Lessor or Mortgagee shall have actually received the same and continuing Event shall be entitled to retain and apply the same pursuant to the terms of Default. Ifthis Lease; or 63.3 Tenant hereby agrees that within ten days following request by any such Landlord or by the holder of any mortgage, described in this Article, it shall execute, acknowledge and deliver an agreement in form substantially similar to that described in Section 63.2 of this Article. 63.4 Tenant agrees to provide Landlord upon request, a consolidated balance sheet and profit and loss statement of operations for the most current past year, compiled for the confidential use of Landlord, when required in good faith by Landlord, in connection with a sale of the Building or Demised Premises, mortgage applications, renewals thereof or inquiries by the present mortgagee or future mortgagee. 63.5 Tenant further agrees, within fifteen (15) ten days following Tenant's receipt of a written request by Landlord, to certify by written instrument duly executed and acknowledged to the Landlord under any ground or underlying lease or the holder or proposed holder of any such Facility Mortgagemortgage, Tenant shall fail affecting the Building or refuse the Demised Premises or shall have not executed to any such subordinationprospective purchaser, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of that this Lease is in full force and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to effect, or if not, in what respect it is not; that this Lease has not been modified, or, if so, the extent to which it has been modified; that there are no existing defaults hereunder to the best of the knowledge of the party so certifying, or otherwise provided by lawspecifying the defaults, if any.

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. A. Owner shall obtain from any Mortgagee which holds a Mortgage as of the Effective date or thereafter an agreement (the “Subordination Agreement”), which (i) is satisfactory in all respects to Manager and such Mortgagee and (ii) shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: 1. The right, title and interest of Manager in and to the Hotel under this Agreement shall be subject and subordinate to the lien of the Mortgage; 2. If there is a Foreclosure of such Mortgage, and Termination of this Agreement has not occurred, Manager shall be obligated to each Subsequent Owner to perform all of the terms and conditions of this Agreement for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were the Owner; and 3. If there is a Foreclosure of such Mortgage, (i) this Agreement shall not be terminated, (ii) Mortgagee and all Subsequent Owners shall recognize Manager’s rights under this Agreement, (iii) Manager shall not be named as a party in any Foreclosure action or proceeding and (iv) Manager shall not be disturbed in its right to manage and operate the Hotel pursuant to the provisions of this Agreement. B. In the event that Landlord places the Subordination Agreement contains provisions requiring Manager (upon a default under the Mortgage, or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged. C. Prior to encumbering the Hotel or the Site with any Facility Mortgage on Mortgage, Owner shall obtain from the Leased Propertyproposed Mortgagee an executed, Tenant recordable Subordination Agreement. Manager agrees to promptly enter intoexecute such Subordination Agreement for the benefit of such proposed Mortgagee. If Owner encumbers the Hotel or the Site with a Mortgage without first obtaining such a Subordination Agreement from the Mortgagee: (i) it shall constitute an Event of Default by Owner; and (ii) in addition, execute and deliver Manager shall thereafter have a continuing right to the requesting party terminate this Agreement upon sixty (60) days’ prior written notice to Owner, unless Owner obtains a commercially reasonable subordinationSubordination Agreement prior to Manager’s exercise of such termination right. In addition, 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 described in the Leased Property, or any portion thereof, preceding sentence shall be subject and subordinate to all collateral assignments by Landlord to any third party or parties of any of Landlord's Manager’s rights under this Lease or Agreement. D. Notwithstanding the rentssubordination of this Agreement which is described in Section 8.03.A.1, issues and profits thereof or therefrom as security for if, in connection with the exercise by any liability or indebtednessMortgagee of its remedies under any Mortgage, 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 there is an adverse impact upon the operation of the Leased Property or its rights under this Lease as long as there is no existing and continuing Hotel by Manager in accordance with the System Standards, the foregoing shall constitute an Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request Default 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 lawOwner.

Subordination, Non-Disturbance and Attornment. In the event that Landlord places any Facility Mortgage on the Leased Property35.1 Subject to Tenant receiving an SNDA as provided below, 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 mortgage, deed of trust, or Mortgages lease in which Landlord is tenant now or hereafter in force and effect upon against the Buildings or encumbering Landlord's interest in the Leased Property, or any portion thereof, Entire Project and to all collateral assignments by Landlord advances made or hereafter to any third party or parties be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Landlord's rights under Tenant to effectuate such subordination. Notwithstanding anything to the contrary in this Lease or the rentsLease, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord agrees not to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to enter into any such mortgage, deed, of trust, or lease (not already of record on the Execution Date) affecting any lot (i.e., tax lot or separately conveyable lot) on which Landlord intends to construct any New Building (or any part of a New Building) unless either: (a) Landlord holds fee title to the entirety of such lot and has completed and paid for Landlord’s Work and fully funded the TI Allowance (including Above-Standard TI Allowance); or (b) Landlord has delivered a corporate guaranty of Biomed Realty Trust, Inc., guaranteeing Landlord’s payment and performance of Landlord’s obligations to complete and pay for Landlord’s Work and fully fund the TI Allowance (including Above-Standard TI Allowance). Any such corporate guaranty shall be in reasonable and customary form, reasonably satisfactory to Landlord and Tenant. 35.2 Notwithstanding the foregoing, Tenant shall execute and deliver within ten (10) business days after receipt of demand, such further instrument or instruments in form(s) reasonably satisfactory to Tenant evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or assignments; provided deeds of trust or lease in which Landlord is tenant as may reasonably be required by Landlord. However, if any such lender mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. 35.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments, in forms reasonably satisfactory to Tenant, not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change (i) affecting the amount or timing of the consideration (including any Rent) to be paid by Tenant, (ii) modifying the term of this Lease, or (iii) materially increasing any obligations or materially diminishing any rights hereunder (including increasing or diminishing any rights to terminate this Lease or expand the Premises) shall be deemed to materially alter the terms hereof. 35.4 In the event any proceedings are brought for foreclosure, 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, or upon assumption of this Lease by a purchaser of Landlord’s estate in the Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under the terms of this Lease. 35.5 Notwithstanding anything to the contrary in this Article 35, Landlord shall obtain recordable non-disturbance agreements in substantially the form of Exhibit Q, or such other reasonable and customary form as the third party requires and is reasonably satisfactory to Tenant (an “SNDA”) from all current and future mortgagees and from future lessors of Landlord and any other parties with rights in Landlord’s estate superior to those of Tenant (which rights would give the holder thereof the power to terminate this Lease under any circumstance), except as described in Section 33.1. Landlord need not, however, provide any such SNDA from the current lessor of Landlord, Eastview Holdings LLC, a Delaware limited liability company, whose address is c/o LCOR Incorporated, Oxx Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000. This shall not limit Tenant’s nondisturbance rights under Section 12.2 of Landlord’s ground lease dated August 12, 2004 with such current lessor, which such Section 12.2 Landlord agrees not to disturb modify without 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’s prior approval.

Subordination, Non-Disturbance and Attornment. In a. Landlord shall obtain from each Mortgagee (whether now or hereafter existing, "Mortgagee") under a mortgage (or similar encumbrance) that encumbers the event that Landlord places any Facility Mortgage Premises on the Leased PropertyCommencement Date, or any interest therein (collectively, including all renewals, modifications, amendments, extensions and assignments thereof and participation therein (collectively, a "Mortgage"), a Subordination and Non-Disturbance Agreement with Tenant agrees that is reasonably acceptable to promptly enter into, execute Tenant and deliver the Mortgagee and that contains a provision similar to the requesting party following (collectively, an "SNDA"): "As long as no Tenant caused Event of Default exists, the Mortgagee will not disturb Tenant's right to possession of the Premises or any other rights of Tenant under the Lease during the initial and subsequent terms of the Lease, and the Lease and all rights and obligations of the parties to the Lease will continue in full force and effect, notwithstanding foreclosure of the Mortgage or transfer of the Premises in lieu of foreclosure." b. Tenant will attorn and pay Base Rent and Additional Rent to an entity that acquires the Premises by purchase at a commercially reasonable subordinationforeclosure sale or by a deed in lieu of foreclosure, non-disturbance and attornment agreement with any will recognize such Facility Mortgagee, which shall acknowledge that entity as the Landlord under this Lease, Tenant's interest hereunder if such entity agrees in writing with Tenant at the time of the transaction to assume this Lease 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 perform 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 obligations under this Lease or the rentsand acknowledges it and Tenant are contractually bound to each other under this Lease. Provided, issues and profits thereof or therefrom as security however, such an agreement will provide that such acquiring entity will not be (i) liable for any liability previous act or indebtednessomission of any prior landlord under this Lease, 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 (ii) subject to any such mortgageoffset, mortgages or assignments; not expressly provided such lender agrees not for in this Lease, that accrues to disturb Tenant's occupancy of the Leased Property or its rights Tenant against Landlord under this Lease as long as there is no existing and continuing Event of Default. Ifprior to the sale or transfer, within fifteen (15iii) days following Tenant's receipt of a written request bound 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 previous modification of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to not expressly provided for in this Lease or otherwise provided any previous prepayment of more than one month's Base Rent, unless such modification or prepayment was approved in writing by lawLandlord and such acquiring entity or their respective successors or assigns, or (iv) liable for new construction or remodeling of leasehold improvements or reimbursement for the costs of the same which may be required to be performed by Landlord under this Lease, other than those required under the sections of this Lease titled "Damage and Destruction," "Expansion Option," "Maintenance, Repair and Replacement by Landlord," and "Eminent Domain."

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.