Common use of Subordination to Financing Clause in Contracts

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a the Loan Agreement, any Note or any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force and no Event of Default shall have occurred and be continuing, any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, and shall be self-operative upon any such demand, demand (and no further instrument shall be required to give effect to said such provisions). (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease in any material respect (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunderhereunder in a manner adverse to such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 1413), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D C or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (ia) Subject to the following provisions of Paragraph 16(a)(iithis Section 16(a), Xxxxxx Tenant agrees that this Lease shall at all times shall, upon Landlord's and Lender's (if any) written request, be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, in form and substance reasonably satisfactory to Landlord, provided such instruments are that Lender shall provide Tenant with a written non-disturbance agreement in form and substance reasonably acceptable satisfactory to Tenant. Tenant confirming that: (iii) Except so long as expressly provided in this Lease by reason of the occurrence of an no Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) aboveDefault shall be outstanding, Tenant’s 's tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, (ii) nor shall this Lease be affected, by the existence ofLease, or any and all modifications or amendments thereto as then in effect, be affected by any default underunder such Mortgage (other than a default that relates to a default under this Lease), a Mortgage, and (iii) in the event of a foreclosure or other enforcement of a any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale or pursuant to a deed in lieu thereof shall be bound to Tenant for the Term of this LeaseLease and any extensions thereof, the rights of Tenant under this Lease hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. , and (iv) so long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLegal Requirements. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, all insurance proceeds and any condemnation award awards shall be disbursed pursuant to the provisions of paid as provided in this Lease or used for restoration as provided in this Lease. (b) Notwithstanding the provisions of Paragraph 16(a)subdivision (a) of this Section 16, the holder of the Mortgage to which this Lease is subject and subordinate subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph Section 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the Termterm originally demised in this Lease and for any renewal term. The provisions of this Paragraph 16(csubdivision (c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lenderother, each shall (and Landlord shall cause each Lender)shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(asubparagraph (a), and (ii) and an agreement with Lender whereby Tenant hereby agrees shall agree for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend conditioned or modify delayed, (a) amend, modify, cancel or surrender the term of this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way except as expressly permitted by the amount or time for payment provisions of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder)this Lease, or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (cb) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender.

Subordination to Financing. (ia) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this This Lease shall at all times be subject and subordinate at all times to the Lien lien, operation, and effect of any Mortgage now or hereafter placed upon the Leased Premises unless the Lender elects to have Tenant’s interest hereunder superior to the interest of the Mortgage, if any, mortgagee or holder of such deed of trust. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Tenant agrees, upon demand, agrees to execute instruments as may be required to further effectuate or confirm such subordinationany documents necessary, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition subsequent to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term execution of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and which are required to effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Leasesubordination. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which If Landlord assigns this Lease is subject or the rents hereunder to a Lender as security for a debt, Tenant shall, after notice of such assignment and subordinate upon demand by Landlord or the Lender, pay all sums thereafter becoming due Landlord hereunder to such Lender until further notice from such Lender. Upon receipt of such notice, Tenant shall have all policies of insurance required hereunder endorsed so as to protect the rightLender’s interest as it may appear and shall deliver such policies, at its sole option, at any timeor certificates thereof, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectassignee. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand Tenant agrees that a copy of any owner notice of default from Tenant to Landlord shall also be sent to any Lender, and Tenant shall allow such Lender a reasonable time, not to exceed ninety (90) days from the Leased Premisesreceipt of such notice, to cure, or of a Lender who has granted non-disturbance cause to Tenant pursuant to Paragraph 16(a) abovebe cured, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisionsdefault. (d) Each of Tenant and Landlord agrees thatNotwithstanding anything herein to the contrary, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into exercise commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D Agreement (“SNDA”) from any current or such form as reasonably requested by a future Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgmentthen-current form for such SNDA, materially affect the rights providing that, so long as Tenant is not in default under this Lease or obligations there is no Event of Landlord or Tenant hereunder)Default continuing under any Loan Document beyond any applicable cure period, or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender shall not terminate or seek to cancel terminate this Lease, in a foreclosure action or surrender the Term hereofotherwise at any time that Landlord, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14)this Lease, or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in is not permitted to terminate this Lease. (e) Neither Tenant nor any successor, assignee, sublessee, sub-franchisee or transferee of Tenant may execute or deliver to any creditor a leasehold mortgage encumbering Tenant’s interest in the leasehold estate in and to the Leased Premises or this Lease or such sublessee’s or sub-franchisee’s interest under any sublease or franchise agreement without Landlord’s and Lender’s prior written consent.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii16 (a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provideprovide (and the subordination provisions described in Section 16(a)(i) above are contingent upon such Mortgage providing), in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease and shall be permitted to be used for restoration in accordance with the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a16 (a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. (e) Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lenderany Lender whose name and address have been provided to Tenant, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Terminitial term, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 1414 hereof), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment AgreementAgreement (“SNDA”), in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Landlord and Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii17 (a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the Mortgage, if anyany Deed of Trust, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgageunder any Deed of Trust, and in the event of a foreclosure or other enforcement of a Mortgageany Deed of Trust, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a17(a), the holder of the Mortgage any Deed of Trust to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the MortgageDeed of Trust, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a17(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c17(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the MortgageDeed of Trust, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 17(a) and 17(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. (e) Each of Tenant and Landlord agrees that, if requested by the other or by any Lenderother, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordinationsubordination, Nonnon-Disturbance disturbance and Attornment Agreement, attornment agreement in the form attached hereto as Exhibit D or such form as reasonably requested by E and made a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees part hereof for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Leaseall purposes.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times times, at the option of Lender, be subject and subordinate or superior to the Lien lien of the Mortgage, if any, and Tenant agrees, upon demand, without cost (other than Tenant’s attorneys’ fees incurred in reviewing such instruments) to execute instruments as may be required to further effectuate or confirm such subordinationsubordination or superiority, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a the Mortgage, and in the event of a foreclosure or other enforcement of a the Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any The Mortgage (or other applicable Financing document) to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease and shall be permitted to be used for restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to DMEAST #39566949 v10 20 subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant executed an SNDA pursuant to Paragraph 16(a16(d) abovebelow, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, and as a condition to Tenant’s obligations of subordination set forth in Paragraph 16(a) and attornment set forth in Paragraph 16(c), enter into a Subordination, Non-Disturbance and Attornment AgreementAgreement (an “SNDA”), in the a form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Landlord and Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in diminish any way the nature of Tenant’s obligations hereunder or materially diminish any such obligationshereunder, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially adversely affect in more than a de minimis respect the rights or obligations of Landlord or the obligations of Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (ia) Subject to the following provisions of this Paragraph 16(a)(ii16(a), Xxxxxx Tenant agrees that this Lease shall at all times shall, upon Landlord's and Lender's (if any) written request, be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except . So long as expressly provided in this Lease by reason of the occurrence of an no Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) aboveDefault shall be outstanding, Tenant’s 's tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, affected by the existence of, or any default under, a under such Mortgage, and in the event of a foreclosure or other enforcement of a any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any extensions thereof, the rights of Tenant under this Lease hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of subdivision (a) of this Paragraph 16(a)16, the holder of the Mortgage to which this Lease is subject and subordinate subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-non- disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the Termterm originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this Lease. The provisions of this Paragraph 16(csubdivision (c) shall inure enure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees agree that, if requested by the other or by any Lenderother, each shall (and Landlord shall cause each Lender)shall, without charge, enter into (i) a Subordinationsubordination, Nonnon-Disturbance disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as attornment agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-non- disturbance in accordance with the provisions of Paragraph 16(asubparagraph (a), and (ii) and an agreement with Lender whereby Tenant hereby agrees shall agree for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld(a) amend, amend modify, cancel or modify surrender the term of this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way except as expressly permitted by the amount or time for payment provisions of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder)this Lease, or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (cb) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the any Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease upon all of the terms and conditions of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) Notwithstanding anything herein to the contrary, it shall be a condition precedent to the effectiveness of this Lease that Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit D which has been fully executed by Landlord and any Lender with a Mortgage that will encumber the Leased Premises as of the Commencement Date. Upon execution thereof by Xxxxxx, the parties agree to record that fully-executed agreement in the Official Records of the county in which the Leased Premises is located.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii16 (a)(ii), Xxxxxx and subject to the execution and timely delivery to Tenant by Lender of an instrument in accordance with Paragraph 16(d), Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated terminated, or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) b. Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force, insurance proceeds and Restoration Award shall be permitted to be used for restoration in accordance with the provisions of this Lease. (c) c. At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) d. Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. e. Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) subparagraph (a), and Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this the Lease (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Terminitial term, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, cancel or surrender or seek to cancel or surrender this Lease or the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof in connection with an offer to purchase the Leased Premises following certain events of condemnation or casualty as provided in Paragraph Section 13 or Paragraph 14hereof), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Landlord and Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) 16.1 Subject to the provisions of Paragraph 16(a)(ii)Section 16.2, Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the Mortgage, if any, any Mortgage and Tenant agrees, upon demand, without cost, to execute instruments a Subordination Non-Disturbance Attornment Agreement with Lender, in a form substantially similar to that attached hereto as EXHIBIT __, or if requested by Landlord, on such other form as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) 16.2 Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Provided no Event of Default has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage law for the purpose of effecting the remedies available to which this Lease is now or hereafter subordinate shall provideLender under the Mortgage, in effect, that during but not for the time this Lease is in force and no Event purpose of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to terminating the provisions rights of Tenant under this Lease. (b) 16.3 Notwithstanding the provisions of Paragraph 16(a)Section 16.1, the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) 16.4 At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant and has recognized and affirmed that this Lease shall continue to Paragraph 16(a) be binding on such owner or Lender consistent with Section 16.2 above, Tenant agrees to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) Section 16.4 shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by 16.5 With respect to any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, Agreement described in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderSection 16.1, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Section 16.2, Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) no amendment or modification of this Lease shall be effective against Lender without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend conditioned or modify this Lease delayed, (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Terminitial term except in accordance with this Lease, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, Tenant shall not cancel or surrender or seek to cancel or surrender the Term hereofhereof except in accordance with the express terms of this Lease, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14this Lease), or (ciii) Tenant will not pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii16 (a)(ii), Xxxxxx and subject to the execution and timely delivery to Tenant by Lender of an instrument in accordance with Paragraph 16(d), Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated terminated, or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant Tenant, subject to the provisions of Paragraph 25 hereof, for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) b. Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force, insurance proceeds and Restoration Award shall be permitted to be used for restoration in accordance with the provisions of this Lease. (c) c. At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) d. Each of Tenant Tenant, any owner and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender)however, without chargeupon demand of the other, enter into a Subordinationhereby agrees to execute, Non-Disturbance and Attornment Agreementfrom time to time, instruments in confirmation of the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the foregoing provisions of Paragraph Paragraphs 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.16

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the any Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. [TO ADDRESS IN SNDA.] (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease upon all of the terms and conditions of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) Notwithstanding anything herein to the contrary, it shall be a condition precedent to the effectiveness of this Lease that Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit D which has been fully executed by Landlord and any Lender with a Mortgage that will encumber the Leased Premises as of the Commencement Date. Upon execution thereof by Xxxxxx, the parties agree to record that fully-executed agreement in the Official Records of the county in which the Leased Premises is located.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx i. Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien and the terms of the any Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) . Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and all of Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default underunder any Mortgage, a Mortgageunless also an Event of Default, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease under the express terms of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLegal Requirements. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) b. Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force any insurance proceeds and any Restoration Award shall be permitted to be used for Restoration in accordance with the provisions of this Lease. (c) c. At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of lawLegal Requirements, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) d. Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. e. Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and . Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case securing the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty a Condemnation as provided in Paragraph 13 or Paragraph 14)13, or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx and subject to the execution and timely delivery to Tenant by Lender of an instrument in accordance with Paragraph 16(d), Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated terminated, or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) b. Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force, insurance proceeds and Restoration Award shall be permitted to be used for restoration in accordance with the provisions of this Lease. (c) c. At any time prior to the expiration of the Term, Xxxxxx or any Renewal Term, Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term, or the applicable Renewal Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) d. Each of Tenant Tenant, any owner and Landlord agrees that, if requested by the other or by any Lender, each shall (however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and Landlord shall cause each Lender16(c), without chargereasonably satisfactory to the requesting party acknowledging such subordination, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, attornment as are provided in such Xxxxxx’s sole discretion may withhold or condition subsections and setting forth the terms and conditions of its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Leasetenancy.

Subordination to Financing. (i) Subject to the provisions of Paragraph Section 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph Section 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, survive and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph Section 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-non- disturbance to Tenant pursuant to Paragraph Section 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph Section 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in substantially the form attached hereto as Exhibit D C or such other commercially reasonable form as reasonably requested by a LenderLender and reasonably acceptable to Landlord and Tenant, provided such agreement contains provisions relating to non-non- disturbance in accordance with the provisions of Paragraph Section 16(a); the party requested to enter into a Subordination, Non-Disturbance and Attornment Agreement shall respond promptly, but in any event within ten (10) and Tenant hereby agrees for Business Days after receipt of the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent requested form of such Lenderagreement, which with any comments thereto and, provided that such Subordination, Non-Disturbance and Attornment Agreement is in substantially the form attached hereto as Exhibit C or is otherwise reasonably acceptable to such party, thereafter shall not be unreasonably withheld, amend or modify this Lease (provided, however, promptly execute and deliver such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Leaseagreement.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of any Mortgage provided that the Mortgageholder thereof has executed and delivered to Tenant an agreement, if anyin recordable form, confirming its agreement to the provisions set forth in subparagraph (ii) below, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLaw to exercise the remedies available to Lender under the Mortgage, but not for the purpose of terminating this Lease or affecting any of the rights of the Tenant hereunder. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be permitted to be held, used and disbursed pursuant to in accordance with the provisions of this Lease. Notwithstanding an Event of Default, but provided no event of default has occurred under any Qualified Sublease (as defined below), the provisions of this Paragraph 16(a) shall continue to apply for the benefit of the relevant Qualified Subtenant referred to in Paragraph 17 herein. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force insurance proceeds and Restoration Award shall be permitted to be held, used and disbursed in accordance with the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above and has recognized and affirmed that this Lease shall continue to be binding on such owner or Lender in accordance with the provisions of Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-self- operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non- disturbance and attornment as are provided in such subparagraphs and setting forth the terms and conditions of its tenancy. (e) Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Non- Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance and other provisions set forth in accordance with the provisions of Paragraph 16(asubparagraph (a) and Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) no amendment or modification of this Lease shall be effective against Lender without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend conditioned or modify this Lease delayed (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Terminitial term except in accordance with the express terms of this Lease, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, Tenant shall not cancel or surrender or seek to cancel or surrender the Term hereofhereof except in accordance with the express terms of this Lease, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14hereof), or and (ciii) Tenant will not pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien and the terms of the any Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (iii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and all of Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default underunder any Mortgage, a Mortgageunless also an Event of Default, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease under the express terms of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLegal Requirements. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force any insurance proceeds and any Restoration Award shall be permitted to be used for Restoration in accordance with the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of lawLegal Requirements, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. (e) Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and . Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case securing the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty a Condemnation as provided in Paragraph 13 or Paragraph 14)13, or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (ia) Subject to the following provisions of Paragraph 16(a)(iithis Section 17(a), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if anyincluding any amendments, increases, extensions, renewals or refinancings thereof, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination; provided, provided however, that such instruments are subordination shall be conditioned upon Lender entering into with Tenant a Subordination, Non-Disturbance and Attornment Agreement in form and substance reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy Lender and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a)subsection (a) of this Section 17, the holder of the Mortgage to which this Lease is subject and subordinate subordinate, as provided in said subsection (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner (each, a "Successor Owner") of the Leased Premises, including the Lender or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) abovepurchaser at a foreclosure sale, to attorn, from time to time, to any such owner or LenderSuccessor Owner, upon the then executory terms and conditions of this Lease, for the remainder of the Termterm originally demised in this Lease and for any renewal term, provided that such Successor Owner shall then be entitled to possession of the Leased Premises subject to the provisions of this Lease. The provisions of this Paragraph 16(csubsection (c) shall inure enure to the benefit of any such owner or LenderSuccessor Owner, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-self operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such LenderLender (i) amend, which shall not be unreasonably withheldmodify, amend cancel or modify surrender the term of this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder)Lease, or enter into any agreement with Landlord so to do, or (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a any Note or any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force and no Event of Default shall have occurred and be continuing, any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, and shall be self-operative upon any such demand, demand (and no further instrument shall be required to give effect to said such provisions). (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease in any material respect (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunderhereunder in a manner which is adverse to such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 1413), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii17(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated terminated, or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant Tenant, subject to the provisions of Paragraph 26 hereof, for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLaw. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force the Net Insurance Proceeds and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Net Condemnation Lease Agreement for Forest Park Medical Center at Southlake Proceeds shall be disbursed pursuant permitted to be used for restoration of the Leased Premises in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a17(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force and that no default or Event of Default exists, the Net Insurance Proceeds and Net Condemnation Proceeds shall be permitted to be used for restoration of the Leased Premises in accordance with the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a17(d) abovebelow, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c17(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of lawLaw, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Upon Landlord's, Tenant's or Lender's request, Landlord, Tenant and Landlord agrees that, if requested by the other or by any Lender, each Lender shall (and Landlord shall cause each Lender), without charge, enter into a Subordinationsubordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance and attornment agreement (an “SNDA”) in accordance with form and content reasonably acceptable to Landlord, Tenant and Lender, in confirmation of the foregoing provisions of this Paragraph 16(a) and 17. Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, cancel or surrender or seek to cancel or surrender this Lease or the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided rights expressly granted to Tenant in Paragraph 13 or Paragraph 14this Lease), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) (If there is a conflict between the provisions contained in any SNDA contemplated by Paragraph 17(d) and the provisions contained in this Paragraph 17, the provisions contained in the SNDA shall control.

Subordination to Financing. (ia) Subject to the provisions execution and delivery of a Non-Disturbance Agreement by Lender in form and substance set forth in Paragraph 16(a)(ii)16(c) below, Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, to execute instruments . So long as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an no Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) aboveDefault shall be outstanding, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, affected by the existence of, or any default under, a under such Mortgage, and in the event of a foreclosure or other enforcement of a any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale or pursuant to a deed in lieu thereof shall be bound to Tenant for the Term of this LeaseLease and any extensions thereof, the rights of Tenant under this Lease hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLegal Requirements. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, all insurance proceeds and any condemnation award awards shall be disbursed pursuant permitted to be used for restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate subordinate, as provided in said Paragraph 16(a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the Termterm originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Leased Premises subject to the provisions of this Lease. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lenderother, each shall (and Landlord shall cause each Lender)shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a); and (ii) and an agreement with Lender whereby Tenant hereby agrees shall agree for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend conditioned or modify delayed, (a) amend, modify, cancel or surrender the term of this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way except as expressly permitted by the amount or time for payment provisions of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder)this Lease, or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), ; or (cb) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. Notwithstanding anything to the contrary contained herein, Tenant agrees that the Non-Disturbance Agreement attached hereto as Exhibit D is a satisfactory Non-Disturbance Agreement. (e) At any time after Landlord has advised Tenant of the existence of a “Lender” hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except including the Subordination, Non-Disturbance and Attornment Agreement and Estoppel Certificate attached as expressly provided in this Lease by reason of the occurrence of an Event of DefaultExhibit "B," provided, and however, as a condition to this subordination, so long as Tenant shall faithfully discharge the subordination described in Paragraph 16(a)(i) aboveobligations on its part to be kept and performed under the terms of this Lease, Tenant’s 's tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, affected by the existence of, or any default under, a under such Mortgage, and in the event of a foreclosure or other enforcement of a any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term term of this LeaseLease and any extensions thereof, the rights of Tenant under this Lease hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event Tenant fully performs all of Default has occurred and is continuingits obligations hereunder. Tenant shall not be named as a party Party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage Landlord covenants to use reasonable efforts to obtain a non-disturbance agreement, as described above, from each mortgagee of Landlord. Tenant agrees that, simultaneously with the giving of notice to Landlord, it will give notice to any holder of a mortgage encumbering the Leased Premises, provided that Tenant has been notified in writing of the frame and address of such mortgage holder, of any defaults of the Landlord or other circumstances which would entitle Tenant to terminate this Lease is now or hereafter subordinate shall providespecifying the nature of the default by Landlord, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), thereupon the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any timebut not the obligation, to subordinate cure any such default by Landlord, and subject the Mortgage, in whole or in part, to Tenant will not terminate this of Lease by recording a unilateral declaration reason of such default unless and until it has afforded the mortgage holder the time to cure such effect. (c) At any time prior default afforded to the expiration of the TermLandlord hereunder. No such Lender shall, Xxxxxx agrees, at the election and upon demand of any owner of assuming title to the Leased Premises, be liable for any act or omission of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) aboveany prior landlord (including Landlord), to attorn, from time to time, be subject to any such owner offsets or Lenderdefenses which Tenant may have against any prior landlord, upon be bound by any rent or additional rent paid for more than the terms and conditions then current period to any prior landlord, or be bound by any agreement or modification of this Lease, for the remainder Lease made without such Lender's consent after Tenant has been given written notice of the Term. The provisions such Lender's assumption of this Paragraph 16(c) shall inure title to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, Leased Premises. Nothing herein shall be self-operative upon any such demand, and no further instrument shall conspired to be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance conflict with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term 7 hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(iiSection 16 (a)(ii), Xxxxxx Tenant agrees that this Lease shall will at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall will not be disturbed, terminated or otherwise adversely affected, nor shall will this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall will be bound to Tenant for the Term of this LeaseLease (including, without limitation, any Renewal Term) the rights of Tenant under this Lease shall will expressly survive, and this Lease shall will in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall will not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage (other than a mortgage or security instrument securing the GMAC Loan) to which this Lease is now or hereafter subordinate shall will provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall Restoration Award will be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph Section 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall will have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder will have agreed that during the time this Lease is in force insurance proceeds and Restoration Award will be permitted to be used for restoration in accordance with the provisions of this Lease. (c) At any time prior to the expiration or termination of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph Section 16(a) above, to attorn, from time to time, to any such owner or any Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph Section 16(c) shall will inure to the benefit of any such owner or any Lender, shall will apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall will be self-operative upon any such demand, and no further instrument shall will be required to give effect to said provisions. Notwithstanding the foregoing, however, Tenant agrees to execute any document reasonably requested by any such owner or any Lender to confirm such attornment. (d) Each of Tenant Tenant, Landlord and any Lender, however, upon demand of the other, agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Sections 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subsections and setting forth the terms and conditions of its tenancy. (e) Each of Tenant, Landlord and any Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)will, without charge, enter into a Subordinationsubordination, Nonnon-Disturbance disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as attornment agreement reasonably requested by a any Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph Section 16(a) and Tenant hereby agrees for the benefit of each Lender, such Lender that Tenant will not, : (i) without in each case the prior written consent of such Lender, which shall will not be unreasonably withheld, conditioned or delayed, amend or modify this the Lease (provided, however, such Lender, in -------- ------- such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could could: (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rent, other sum payable hereunder; (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, ; (C) result in any termination hereof prior to the end of the Initial Term, ; or (D) otherwise, in such Lender’s 's reasonable judgment, materially adversely affect the rights or obligations of Landlord or Tenant hereunderunder this Lease), or enter into any agreement with Landlord so to do, ; (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, cancel or surrender or seek to cancel or surrender the Term hereofof this Lease, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall will not be construed to affect the rights or obligations of Tenant, Landlord or Lenders such Lender with respect to any termination permitted under the express terms hereof of this Lease in connection with an offer to purchase the Leased Premises following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14Section 13), ; or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) . Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a any Note or any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) . Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) , provided that such holder shall have agreed that during the time this Lease is in force and no Event of Default shall have occurred and be continuing, any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, and shall be self-operative upon any such demand, demand (and no further instrument shall be required to give effect to said such provisions. (d) ). Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease in any material respect (provided, however, such Lender, in such Xxxxxx’s Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant’s 's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s 's reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunderhereunder in a manner which is adverse to such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s Lender's sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 1413), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii16 (a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any Extension Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default shall have occurred, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLaw. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that so long as no Event of Default shall have occurred under the Lease, during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force insurance proceeds and Restoration Award shall be permitted to be used for restoration in accordance with the provisions of this Lease. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a16 (a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subparagraphs and setting forth the terms and conditions of its tenancy. (e) Each of Tenant, Landlord and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as Agreement reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(asubparagraph (a) and Tenant hereby agrees for the benefit of each Lender, Lender that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this the Lease (provided, however, such Lender, in such XxxxxxLender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or Additional Rentother sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Terminitial term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders Lender with respect to any termination permitted under the express terms hereof in connection with an offer to purchase the Leased Premises following certain events of condemnation or casualty Condemnation as provided in Paragraph 13 or Paragraph 14hereof), or (ciii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence and continuance of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a LenderLender and reasonably acceptable to Landlord and Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder)Lease, or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such XxxxxxLender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) 27- 11.14.1 Subject to the provisions of Paragraph 16(a)(ii)Landlord providing a Subordination, Xxxxxx Non-Disturbance and Attornment Agreement as required pursuant to Section 11.14.5 with respect to each Mortgage, Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) 11.14.2 Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and except as a condition to provided in the subordination described in Paragraph 16(a)(i) aboveSubordination, Non-Disturbance and Attornment Agreement, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Primary Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now necessary or hereafter subordinate shall provide, advisable in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Leasesuch proceeding. (b) 11.14.3 Notwithstanding the provisions of Paragraph 16(a)Section 11.14.1, the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) 11.14.4 At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased PremisesProperty, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) Section 11.14.1 above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) Section 11.14.4 shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) 11.14.5 Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall agree to execute and deliver (and Landlord shall agrees to cause each LenderLender to execute and deliver), without chargefrom time to time, enter into a Subordination, Non-Disturbance and & Attornment Agreement, Agreement in the form attached hereto as Exhibit D of EXHIBIT C or in such other commercially reasonable similar form as reasonably requested by a Lender. 11.14.6 In the event that the Escrow Agreement is terminated at any time that the Note is outstanding, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) Landlord and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior enter into a new escrow agreement with a mutually acceptable escrow agent on substantially identical terms to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this LeaseEscrow Agreement.

Subordination to Financing. (i) 11.14.1 Subject to the provisions of Paragraph 16(a)(ii)Landlord providing a Subordination, Xxxxxx Non-Disturbance and Attornment Agreement as required pursuant to Section 11.14.5 with respect to each Mortgage, Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be maybe required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) 11.14.2 Except as expressly provided in this Lease by reason of the occurrence of an Event of DefaultDefault and except as provided in the Subordination, Nondisturbance and as a condition to the subordination described in Paragraph 16(a)(i) aboveAttornment Agreement, Tenant’s 's tenancy and Tenant’s 's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Primary Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now necessary or hereafter subordinate shall provide, advisable in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Leasesuch proceeding. (b) 11.14.3 Notwithstanding the provisions of Paragraph 16(a)Section 11.14.1, the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) 11.14.4 At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased PremisesProperty, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) Section 11.14.1 above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) Section 11.14.4 shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) 11.14.5 Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall agree to execute and deliver (and Landlord shall agrees to cause each LenderLender to execute and deliver), without chargefrom time to time, enter into a Subordination, Non-Disturbance and & Attornment Agreement, Agreement in the form attached hereto as Exhibit D of EXHIBIT C or in such other commercially reasonable similar form as reasonably requested by a Lender. 11.14.6 In the event that the Escrow Agreement is terminated at any time that the Note is outstanding, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) Landlord and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior enter into a new escrow agreement with a mutually acceptable escrow agent on substantially identical terms to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this LeaseEscrow Agreement.

Subordination to Financing. (ia) Subject to the following provisions of this Paragraph 16(a)(ii16(a), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except . So long as expressly provided in this Lease by reason of the occurrence of an no Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) aboveDefault shall be outstanding, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, affected by the existence of, or any default under, a under such Mortgage, and in the event of a foreclosure or other enforcement of a any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this LeaseLease and any extensions thereof, the rights of Tenant under this Lease hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing; provided, however, that any such transferee shall not be bound by any payment of Basic Rent or Additional Rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, (d) liable for any security deposits not transferred to such transferee, (e) liable for any default by prior landlord under the Lease, or (e) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, all insurance proceeds and any condemnation award awards shall be disbursed pursuant permitted to be used for restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of subdivision (a) of this Paragraph 16(a)16, the holder of the Mortgage to which this Lease is subject and subordinate subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance nondisturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the TermTerm originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Leased Premises subject to the provisions of this Lease. The provisions of this Paragraph 16(csubdivision (c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other Landlord or by any Lender, each shall (and Landlord shall cause each Lender)it shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement, Agreement in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease“F” hereto.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this Lease shall at all times be subject and subordinate to the Lien of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx 1. Tenant agrees that this Lease shall will at all times be subject and subordinate to the Lien lien of the any Mortgage, if any, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such the subordination; provided, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease however, except by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall will not be disturbed, terminated or otherwise adversely affected, nor shall will this Lease be affected, by the existence of, or any default under, a under any Mortgage, and in . In the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such the foreclosure sale shall will be bound to Tenant for the Term of this LeaseLease and any Renewal Term, the rights of Tenant under this Lease shall will expressly survive, and this Lease shall will in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall will not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to 2. Tenant pursuant to Paragraph 16(a) above, agrees to attorn, from time to time, to any such owner new Owner taking title other than by foreclosure of any Mortgage or Lenderdeed in lieu thereof, or, subject to Tenant’s receipt of a fully executed Subordination, Non-Disturbance and Attornment Agreement (as defined below), Lender or any Owner taking title by foreclosure of any Mortgage or deed in lieu thereof, upon the terms and conditions of this Lease, Lease for the remainder of the Term. The provisions of this Paragraph 16(c) shall Section 23.2 will inure to the benefit of any such owner new Owner or Lender, shall will apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall will be required to give effect to said provisionsthe provisions of this Section 23.2, subject to the non-disturbance provisions of Section 23.1, other than a fully executed Subordination, Non-Disturbance and Attornment Agreement. (d) 3. Each of Tenant Tenant, Owner and Landlord Lender, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Section 23.1 and Section 23.2, reasonably satisfactory to the requesting party acknowledging the subordination, non-disturbance and attornment as are provided in this Lease, and setting forth the terms and conditions of its tenancy (“Subordination, Non-Disturbance and Attornment Agreement”). 4. Each of Tenant, Owner and Lender agrees that, if requested by any of the other or by any Lenderothers, each shall (and Landlord shall cause each Lender)will, without charge, enter into a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement, in provided the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to providing for non-disturbance of Tenant in accordance with the provisions of Paragraph 16(a) Section 23.1. Owner, Tenant and Tenant hereby agrees Lender agree that the Subordination, Non-Disturbance and Attornment Agreement will include commercially reasonable provisions for the benefit of each Tenant, Owner and Lender, including Lender’s, Owner’s and Tenant’s agreement that (a) neither Owner nor Tenant will notpay or accept any installment of Base Rent more than one (1) month in advance of the due date thereof; and (b) neither Owner nor Tenant will amend or modify the Lease (or enter into any agreement to do so) other than as expressly contemplated by this Lease (e.g., (iupon the exercise of any Renewal Term, or as contemplated under Section 21 of this Lease) without in each case the prior written consent of such Lender, which shall consent will not be unreasonably withheld, amend conditioned or modify this Lease (delayed; provided, however, such Lender, in such Xxxxxx’s sole discretion Lender may withhold or condition its consent to any amendment or modification which would or could (Ai) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) materially alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligationsobligations of Owner or Tenant under the Lease, including the amount or time for payment of any Base Rent or Additional Rent, other than as expressly contemplated by this Lease; or (Cii) result in any termination hereof prior to the end of the Initial TermTerm other than as expressly contemplated by this Lease. Notwithstanding the foregoing, or (D) otherwiseno Subordination, in such Lender’s Non-Disturbance and Attornment Agreement shall be deemed commercially reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one unless it (1) month in advance acknowledges that if the TI Allowance or commission payable by Owner to Tenant’s broker has not been fully paid, or if Owner’s Work has not been fully performed, then Tenant may deduct the unfunded amount of the TI Allowance or commission to Tenant’s Broker, or the reasonable cost of Tenant to perform Owner’s Work, from the Base Rent owed by Tenant to Owner next becoming due; (2) recognizes Tenant’s right under Section 26.4 to terminate this Lease due date thereof to Owner default; and (3) confirms for the benefit of Tenant that no attornment by Tenant to any such Owner or otherwise Lender shall operate to decrease the benefits to Tenant under this Lease or to increase the obligations of Tenant under this Lease in any material respect. Tenant’s obligation to subordinate to any Lender shall be conditioned on Tenant receiving a Subordination, Non-Disturbance and Attornment Agreement from such Lender. If the Premises are subject to any encumbrance in favor of a Lender as of the Effective Date, it shall be a condition to the effectiveness of this Lease that Owner’s Lender enter into a Subordination, Non-Disturbance and Attornment Agreement with Tenant not later than in the manner provided for in this LeaseDelivery Date.

Subordination to Financing. (i) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx Tenant agrees that this Lease shall at all times be subject and subordinate to the Lien and the terms of any Mortgage provided Landlord’s Lender agrees to attorn to and not disturb Tenant’s possession of the Mortgage, if any, and Tenant agrees, upon demand, to execute instruments as may be required to further effectuate or confirm such subordination, provided such instruments are reasonably acceptable to TenantLeased Premises in accordance with the terms of Paragraph 16(e). (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default underunder any Mortgage, a Mortgageunless also an Event of Default, and in the event of a foreclosure or other enforcement of a any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Renewal Term under the express terms of this Lease, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award Restoration Award shall be disbursed pursuant permitted to be used for Restoration in accordance with the provisions of this Lease. (b) Notwithstanding the provisions of Paragraph 16(a), the holder of the any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.recording

Subordination to Financing. (ia) Subject to the provisions of Paragraph 16(a)(ii), Xxxxxx agrees that this This Lease shall at all times be subject and subordinate at all times to the Lien lien, operation, and effect of any Mortgage now or hereafter placed upon the Leased Premises unless the Lender elects to have Tenant’s interest hereunder superior to the interest of the Mortgage, if any, mortgagee or holder of such deed of trust. This subordination provision shall be self-operative and no further instrument of subordination shall be required. Tenant agrees, upon demand, agrees to execute instruments as may be required to further effectuate or confirm such subordinationany documents necessary, provided such instruments are reasonably acceptable to Tenant. (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition subsequent to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, a Mortgage, and in the event of a foreclosure or other enforcement of a Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term execution of this Lease, which are required to effect such subordination. (b) If Landlord assigns this Lease or the rights rents hereunder to a Lender as security for a debt, Tenant shall, after notice of such assignment and upon demand by Landlord or the Lender, pay all sums thereafter becoming due Landlord hereunder to such Lender until further notice from such Lender. Upon receipt of such notice, Tenant shall have all policies of insurance required hereunder endorsed so as to protect the Lender’s interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (c) Tenant agrees that a copy of any notice of default from Tenant to Landlord shall also be sent to any Lender, and Tenant shall allow such Lender a reasonable time, not to exceed ninety (90) days from the receipt of such notice, to cure, or cause to be cured, any such default. (d) Notwithstanding anything herein to the contrary, Landlord shall obtain a Non-Disturbance Agreement from any current or future Lender. Lender shall agree that, so long as Tenant is not in default under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as or there is no Event of Default has occurred and is continuing. Tenant continuing under any Loan Document beyond any applicable cure period, Lender shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage terminate or seek to which terminate this Lease is now or hereafter subordinate shall provideLease, in effecta foreclosure action or otherwise at any time that Landlord, that during under the time terms of this Lease Lease, is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant not permitted to the provisions of terminate this Lease. (be) Notwithstanding Neither Tenant nor any successor, assignee, sublessee, sub-franchisee or transferee of Tenant may execute or deliver to any creditor a leasehold mortgage encumbering Tenant’s interest in the provisions of Paragraph 16(a), leasehold estate in and to the holder of the Mortgage to which Leased Premises or this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Xxxxxx agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement, in the form attached hereto as Exhibit D or such form as reasonably requested by a sublessee’s or sub-franchisee’s interest under any sublease or franchise agreement without Landlord’s and Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the ’s prior written consent of such Lender, which shall not be unreasonably withheld, amend or modify this Lease (provided, however, such Lender, in such Xxxxxx’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, materially affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Xxxxxx’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13 or Paragraph 14), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Leaseconsent.