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consent, (a) the pledge or assignment of, or grant of a security interest in, the direct or indirect
<br /> ownership interests in Tenants, pursuant to the terms of the Credit Facility Documents, or a
<br /> foreclosure (or transfer in lieu thereof] of any such ownership interests in Tenants resulting from
<br /> the exercise of remedies as set forth in the Credit Facility Documents, (b) the pledge, mortgage
<br /> or assignment of, or grant of a security interest in, Tenants' interest in this Lease,pursuant to the
<br /> terms of the Credit Facility Documents, or a foreclosure of Tenants' interest herein resulting
<br /> from the exercise of remedies as set forth in the Credit Facility Documents; provided, however
<br /> that in the case of either (a) or(b), Tenants shall deliver written notice to Landlord no more than
<br /> ten(10)Business Days after any such foreclosure (or transfer in lieu thereof).
<br /> ARTICLE 23 FINANCINGS
<br /> Section 23.41 Subject to and in accordance with the terms and provisions of the SNDA
<br /> referenced below, this Lease shall be subject and subordinate to all present and future ground or
<br /> underlying leases of the Demised Property and to the lien of any mortgages or trust deeds, now
<br /> or hereafter in force, against the Demised Property, and to all renewals, extensions,
<br /> modifications, consolidations and replacements thereof, and to all advances made or hereafter to
<br /> be made upon the security of such mortgages or trust deeds,unless the holders of such mortgages
<br /> or trust deeds, or the lessors under such ground or underlying leases, require in writing that this
<br /> Lease be superior thereto; and Tenants covenants and agrees in the event any proceedings are
<br /> brought for the foreclosure of any mortgage or deed of trust to which this Lease is subordinate,
<br /> or in the event of any termination of any ground or underlying lease to which this Lease is
<br /> subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser
<br /> upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or
<br /> underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to
<br /> recognize such purchaser or ground or underlying lessor, as the case may be, as the lessor under
<br /> this Lease; provided, however, that the foregoing subordination to future ground or underlying
<br /> leases of the Demised Property and to the lien of any future mortgages or trust deeds in force
<br /> against the Demised Property shall be conditioned upon Landlord providing Tenants with a
<br /> subordination, non-disturbance and attornment agreement in favor of Tenants in the form
<br /> attached hereto as Exhibit or other commercially reasonable form requested by Landlord that
<br /> provides, without limitation,that this Lease and the rights of Tenants hereunder shall survive any
<br /> foreclosure proceeding brought under such mortgage or deed of trust or termination of such
<br /> ground or underlying lease (as applicable), provided an Event of Default has not occurred and is
<br /> continuing under this Lease (either, an "SNDA"). As of the Commencement Date, each of
<br /> Landlord, Landlord's Lender, and Tenants shall execute and deliver to each other a
<br /> subordination, non-disturbance and attornment agreement in the form previously agreed to
<br /> among Landlord, Tenants and Landlord's Lender, provided, however, that the parties hereto
<br /> agree that all subsequent SNDAs shall be on the form attached hereto as Exhibit B. Tenants
<br /> shall, and shall use commercially reasonable efforts to cause any subtenants, from time to time,
<br /> within twenty (20) days after any request by Landlord, to execute and deliver such other
<br /> instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm
<br /> the subordination or superiority of this Lease (at Landlord's election) to any such mortgages,
<br /> trust deeds, ground or underlying leases (including, at Landlord's election, one or more
<br /> additional SNDAs requested by Landlord's Lender).
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