Common use of Lessor May Grant Liens Clause in Contracts

Lessor May Grant Liens. (a) Subject to Section 7.2, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement Facility Mortgage upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore Facility Mortgage which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or such Capital Additions or any and all advances to be made thereunder part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of which are any Facility Mortgagee provided for or reserved herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee's , such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereundera de minimis extent. In confirmation of such subordinationFurther, Lessee shall, at shall reasonably cooperate with Lessor in connection with Lessor's request, promptly execute, acknowledge and deliver ’s efforts to encumber any instrument which may be required to evidence subordination to any Facility with a Facility Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with Lessor’s negotiations with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableprospective Facility Mortgagee.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, but subject to the terms and conditions set forth below in this SECTION 32.1, Lessor may may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancingrefinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such Encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (all of which are herein called 10) days after the "Mortgage"), provided that the Mortgage and all security agreements delivered request by Lessor in connection therewith or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that this Lease shall be subject and subordinate to the lien of any such new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a commercially reasonable non-disturbance agreement specifying, among other things, that (a) so long as Lessee has not committed an Event of Default, in the event of any foreclosure, judicial sale or deed in lieu of foreclosure, Lessee's rights under this Lease to receive all Gross Revenues and leasehold estate hereunder shall not be disturbed by the holder of the Facility prior to the earlier of the occurrence of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee has not committed an Event of Default and no event has occurred which with the passage of time or the date that giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained disposition of insurance payments and condemnation proceeds in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent casualty or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablecondemnation.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 32.1, without the consent of Lessee, Lessor may from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee shall be bound by the terms and provisions of this lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and that in the event of any default or foreclosure under such mortgage, Lessee shall attorn to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutionsthe new mortgagee, and extensions thereof (all of which are herein called the "Mortgage"), as otherwise requested by Lessor; provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee execute a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXII.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, subject to the terms and conditions set forth below in this Section 34.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“Encumbrance”) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall (a) contain the right to prepay (whether or not subject to a prepayment penalty); (b) provide that it is subject to the rights of Lessee under this Lease and Lessee's interest hereunder (c) contain the Agreement by the holder of the Encumbrance that it will (1) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (2) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys’ fees) and (3) permit Lessee to appear by its representative and to bid at all times be subject and any sale in foreclosure made with respect to any such Encumbrance. Upon the request of Lessor, Lessee shall subordinate this Lease to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and agree to any and all advances attorn to be made thereunder and to all renewalsthe new mortgagee, modifications, consolidations, replacements, substitutionson the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease, and extensions thereof (all of which are herein called the "Mortgage")agreeing, provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXIV.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, but subject to the terms and conditions set forth below in this Section 32.1, Lessor may may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancingrefinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such Encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (all of which are herein called 10) days after the "Mortgage"), provided that the Mortgage and all security agreements delivered request by Lessor in connection therewith or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that this Lease shall be subject and subordinate to the lien of any such new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a commercially reasonable non-disturbance agreement specifying, among other things, that (a) so long as Lessee has not committed an Event of Default, in the event of any foreclosure, judicial sale or deed in lieu of foreclosure, Lessee's rights under this Lease to receive all Gross Revenues and leasehold estate hereunder shall not be disturbed by the holder of the Facility prior to the earlier of the occurrence of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee has not committed an Event of Default and no event has occurred which with the passage of time or the date that giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained disposition of insurance payments and condemnation proceeds in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent casualty or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablecondemnation.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, subject to the terms and conditions set forth below in this Section 24.1, from time to time, directly or indirectly, create or otherwise cause to exist any Mortgage or any lien, encumbrance or title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Upon the request of Lessor or the holder of the Encumbrance (the "HOLDER") , Lessee shall subordinate this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new Mortgage on the Leased Property Property, on the condition that Lessor has obtained from the proposed mortgagee a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to any Lessee and all advances Holder (provided, however, if the loan to be made thereunder value ratio of the fairly allocated indebtedness secured by the Mortgage is 60% or less, then Lessor need only use reasonable good faith efforts to obtain such agreement). Any such subordination, non-disturbance and to all renewalsattornment agreement shall provide, modificationsamong other things, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage")that, provided that the Mortgage no default has occurred and all security agreements delivered by Lessor in connection therewith is then continuing under this Lease, Lessee (i) shall be subject to Lessee's rights under this Lease entitled to receive all the Gross Revenues of the Facility prior Hotel subject to the earlier terms of this Lease, and (ii) shall not be disturbed in its possession of the occurrence Leased Property following a transfer by foreclosure or deed in lieu of an Event of Default or the date that this Lease is terminated by the Holder of the foreclosure under such Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, if Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment attorns to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not transferee by foreclosure or deed in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument lieu of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableforeclosure.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, but subject to the terms and conditions set forth below in this Paragraph 32.1, Lessor may may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancingrefinancing or other-wise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such Encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (all of which are herein called 10) days after the "Mortgage"), provided that the Mortgage and all security agreements delivered request by Lessor in connection therewith or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that this Lease shall be subject and subordinate to the lien of any such new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's rights under this Lease leasehold interest hereunder to receive all Gross Revenues of any Encumbrance hereafter imposed by Lessor shall be conditioned upon the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated execution by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation holder of such subordination, Encumbrance and delivery to Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and of a commercially reasonable non-disturbance protection while it agreement specifying, among other things, that (a) so long as Lessee is not in default hereunder. The Lessee and no event has occurred which with the passage of time or the giving of notice or both would constitute a default under this Lease, in the event of any foreclosure, judicial sale or deed in lieu of foreclosure, Lessee's rights and leasehold estate hereunder shall comply not be disturbed by the holder of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessor is not in default and no event has occurred which with any material covenants the passage of time or the giving of notice or both would constitute a default under such Encumbrance, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease with respect to the Lessee contained disposition of insurance payments and condemnation proceeds in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent casualty or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablecondemnation.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 32.1, without the consent of Lessee, Lessor may from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien of a new mortgage on the Leased Property, and security title that in the event of any deeds default or foreclosure under such mortgage, Lessee shall attorn to secure debtthe new mortgagee, deeds of trust, mortgages, or other interests heretofore or hereafter granted and as otherwise requested by Lessor or which otherwise encumber or affect on the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under mortgagee execute a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXII.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 33.1, without the consent of Lessee, Lessor may from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien of a new mortgage on the Leased Property, and security title that in the event of any deeds default or foreclosure under such mortgage, Lessee shall attorn to secure debtthe new mortgagee, deeds of trust, mortgages, or other interests heretofore or hereafter granted and as otherwise requested by Lessor or which otherwise encumber or affect on the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under mortgagee execute a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXIII.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement Facility Mortgage upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore Facility Mortgage which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or such Capital Additions or any and all advances to be made thereunder part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of which are any Facility Mortgagee provided for or reserved herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee's , such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereundera de minimis extent. In confirmation of such subordinationFurther, Lessee shall, at shall reasonably cooperate with Lessor in connection with Lessor's request, promptly execute, acknowledge ’s efforts to encumber any Facility 118 Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and deliver any instrument which may be required to evidence subordination to any Exchange Commission. with a Facility Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with Lessor’s negotiations with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableprospective Facility Mortgagee.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of LesseeTenant, ---------------------- Lessor may may, subject to the terms and conditions set forth below in this Section 38.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the ----------- any Leased Property, Property or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and LesseeAny such Encumbrance may provide that Tenant's interest hereunder shall at all times be subject and subordinate right of first refusal to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect purchase the Leased Property shall not be applicable upon a foreclosure sale or transfer in lieu thereof; provided, -------- however, that any such purchaser or transferee shall take title subject to ------- Tenant's rights to acquire the applicable Leased Property. Any lender, which takes an interest in the applicable Leased Property pursuant to this Article XXXVIII, (a) shall agree to give Tenant the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) shall agree to permit Tenant to cure any such default on Lessor's behalf within any applicable cure period, and to Tenant shall be reimbursed by Lessor for any and all advances out-of-pocket costs incurred to be made thereunder effect any such cure (including reasonable attorneys' fees), (c) shall agree to permit Tenant to appear by its representative and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor bid at any sale in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination foreclosure made with respect to any Mortgage such mortgage and attornment (d) shall agree not to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it disturb Tenant's possession so long as Tenant is not in default in performing its obligations hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.ARTICLE XXXIX -------------

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, subject to the terms and conditions set forth below in this Section 21.3, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon Lessor's interest in the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered Lessee shall have no obligation to make payments under such Encumbrances and, unless otherwise expressly agreed by Lessor Lessee in connection therewith shall be writing, such Encumbrances are subject to Lessee's rights leasehold estate. Lessee hereby agrees that any such Encumbrance may provide that Lessee's right of first refusal set forth in Section 19.3 above to purchase the Leased Property, if any, shall not be applicable upon a foreclosure sale or transfer in lieu thereof; however, both Lessee's right of first refusal under Section 19.3 and Lessee's option to purchase the Leased Property in accordance with Section 19.4 above shall expressly survive a foreclosure sale or transfer in lieu thereof. Lessee shall subordinate this Lease to receive all Gross Revenues the lien of any such Encumbrance, on the Facility prior to condition that the earlier of the occurrence of an Event of Default beneficiary or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation holder of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable Encumbrance executes a non-disturbance protection while it is not agreement in default hereunderconformity to Section 21.4. The Lessee To the extent that any such Encumbrance consists of a mortgage or deed of trust on Lessor's interest in the Leased Property the same shall comply with any material covenants with respect to be called a "Fee Mortgage" and the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableholder thereof shall be called a "Fee Mortgagee".

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may ---------------------- may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, a "Fee Encumbrance") upon the Leased Property, Property of any Facility and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such Fee Encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to of any and all advances to be made thereunder Facility and/or any such Capital Additions and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage")thereof; provided, provided however, that the Mortgage subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Fee Encumbrance shall be conditioned upon the execution by the holder of such Fee Encumbrance and delivery to Lessee of a non-disturbance and attornment agreement which provides that so long as no Event of Default has occurred and is continuing, the holder of such Fee Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property of such Facility in accordance with the terms hereof, or any of Lessee's rights, privileges and options hereunder, (ii) shall permit application of all proceeds of insurance and all security agreements delivered by Lessor Awards and payments in connection therewith with a Condemnation for all or any part of the Leased Property of such Facility, adjustment of losses and determination of loss payee in accordance with the provisions of Articles XIV and XV of this Lease and (iii) waives all rights or interests under any such Fee Encumbrance document in and to any of Lessee's Personal Property. In connection with the foregoing and at the request of Lessor, Lessee shall promptly execute a reasonable subordination, non-disturbance and attornment agreement which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this clause shall be subject self-operative and no further instrument of subordination shall be required; provided, however, that in confirmation of such subordination, Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes. If, in connection with obtaining financing or refinancing for the Leased Property of any Facility and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, however, that in no event shall any such modifications increase Lessee's monetary obligations hereunder or decrease any of Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default nor shall any such modifications impose escrow obligations on Lessee for Impositions or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableinsurance premiums.

Lessor May Grant Liens. (a) Subject Lessor may, subject to the terms and conditions set forth below in this Section 7.232.1, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement (“Encumbrance”) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and to any and all advances to be made thereunder and to all renewalsProperty, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called on the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee executes a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shallon customary and commercially reasonable terms and conditions, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, to comply with the provisions of this Article XXXII. Lessee shall subordinate its interest to any such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or customary and commercially reasonable terms and conditions upon a foreclosure sale or transfer in lieu thereof; provided, however, that any such purchaser or transferee shall take title subject to Lessee’s rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys’ fees), (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provided that in the event of a foreclosure of all or any portion of the Leased Property by a Facility Mortgagee, that the Facility Mortgagee shall be bound by the terms and provisions of this Lease (provided Lessee receives customary and reasonable non-disturbance protection while it is not then in default of its obligations hereunder). The Lessee shall comply with Without in any material covenants way diminishing Lessee’s responsibilities set forth elsewhere in this Lease with respect to the Lessee contained in such instrument removal of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change liens affecting any term part of the LeaseLeased Property, Lessor may, in addition hereby represents and warrants to Lessee that Lessor is not a party to any other remedies for breach voluntary monetary liens or encumbrances affecting all or any portion of covenant hereunder, execute, acknowledgethe Leased Property, and deliver has not received (at its offices in Malibu, California) written notice of the instrument as existence of any involuntary monetary liens or encumbrances placed upon the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableLeased Property.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided -------- that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, however, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument instruments which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors the assignment of this Lease and assigns, provided Lessee receives customary Lessor's rights and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect interests thereunder to the Lessee contained in such instrument of subordinationHolder. In the event of Lessee's failure to deliver such subordination instruments and if the Mortgage does and such instruments do not change materially and adversely any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-in- fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-attorney- in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may from time to time, directly or indirectly, time create or otherwise cause to exist any lien, encumbrance or title retention agreement Mortgage (as hereinafter defined) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancingrefinancing or otherwise. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof thereof, and to all security agreements delivered in connection therewith (all of which are herein called the "MortgageMORTGAGE"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default hereunder or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, however, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument instruments which may be reasonably required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.Holder

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. Any such Encumbrance shall not be for an amount greater than the higher of the Minimum Repurchase Price or the Fair Market Value of the Leased Property at the time the Encumbrance is created. Any such Encumbrance, other than one the proceeds of which are used to finance construction of Capital Additions (as to which the following restrictions shall not apply) shall contain the right to prepay (whether or not subject to prepayment penalty). This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trustground or underlying leases, mortgages, trust deeds or other interests heretofore like encumbrances, which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage")any such lease, provided that the Mortgage and all security agreements delivered by Lessor in connection therewith mortgage, trust deed or like encumbrance. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default subordination shall be required by any ground or underlying lessor or by any mortgagee or beneficiary, affecting any lease or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunderLeased Property. In confirmation of such subordination, Lessee shallshall execute promptly any certificate that Lessor may request for such purposes; provided, at Lessorhowever that such subordination shall be conditioned upon the holder of such interest executing and delivering to Lessee an agreement in a form acceptable to such interest holder which agreement shall provide that such interest holder will recognize Lessee's request, promptly execute, acknowledge and deliver any instrument which may be required right to evidence subordination to any Mortgage and attornment to possession of the Holder thereof and its successors and assigns, provided Leased Property under this Lease so long as Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to under the Lessee contained in such instrument terms of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or any and all advances to be made thereunder such Capital Additions or any part(s) or portion(s) thereof and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith thereof. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default or the date subordination shall be required; provided, however, that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shallshall execute promptly any certificate or document that Lessor or any ground or underlying lessor, at Lessormortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination leasehold interest hereunder to any Mortgage such encumbrance imposed after the Restatement Date shall be conditioned upon the execution by the holder of such encumbrance and attornment delivery to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable of a non-disturbance protection while it is and attornment agreement in form reasonably satisfactory to Lessor, Lessee and such holder of such encumbrance and which provides, in substance, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Lessee's leasehold interest or possession of the Leased Property in default hereunderaccordance with the terms hereof. The Lessee shall comply with any material covenants with respect also promptly execute and deliver to the Lessee contained in Lessor and such instrument holder of subordinationsuch encumbrance such non- disturbance and attornment agreement if requested by Lessor and/or such holder. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor mayIf, in addition connection with obtaining financing or refinancing for the Leased Property of any Facility and/or any Capital Additions thereto, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument this Lease as the agent a condition to such financing or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purposerefinancing, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableshall not withhold or delay its consent thereto.

Lessor May Grant Liens. (a) Subject Lessor may, subject to the terms and conditions set forth above in Section 7.224.1 and in this Section 33.1 below, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance (including a Property Mortgage) or any other change of title retention agreement (“Encumbrance”) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and to any and all advances to be made thereunder and to all renewalsProperty, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called on the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee executes a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shallon customary and commercially reasonable terms and conditions, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, provided to comply with the provisions of this Article XXXII. Lessee receives shall subordinate its interest to any such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or customary and commercially reasonable non-disturbance protection while it is not terms and conditions upon a foreclosure sale or transfer in lieu thereof; provided, however, that any such purchaser or transferee shall take title subject to Lessee's rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default hereunder. The or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall comply with be reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any material covenants and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees), and (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to the Lessee contained in any such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablemortgage.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, subject to the terms and conditions set forth below in this Section 37.1, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“Encumbrance”) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance, other than one the proceeds of which are used to finance construction of a Capital Addition pursuant to the provisions of this Master Lease Document (as to which the following restrictions shall not apply), shall (a) contain the right to prepay (whether or not subject to a prepayment penalty); (b) provide that it is subject to the rights of Lessee under this Master Lease Document , including the rights of Lessee to acquire the Leased Property pursuant to the applicable provisions of this Master Lease Document , except that Lessee’s right of first refusal to purchase the Leased Property shall not be applicable upon a foreclosure sale or transfer in lieu thereof provided, however, that any such purchaser on foreclosure or transferee in lieu thereof takes title subject to Lessee’s rights to acquire the Leased Property pursuant to Article XXXVI; (c) contain the Agreement by the holder of the Encumbrance that it will (i) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (ii) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee's interest hereunder Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure {including reasonable attorneys’ fees), and (iii) permit Lessee to appear by its representative and to bid at all times be subject and any sale in foreclosure made with respect to any - 76 - such Encumbrance. Upon the reasonable request of Lessor, Lessee shall subordinate this Master Lease Document to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and to any and all advances to be made thereunder and to all renewalsProperty, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called on the "Mortgage"), provided condition that the Mortgage proposed mortgagee executes a non-disturbance agreement recognizing this Master Lease Document , including all other options, preemptive, substitution and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's other rights of Lessee under this Master Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationDocument and agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXVII.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or any and all advances to be made thereunder such Capital Additions and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith thereof. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default or the date subordination shall be required; provided, however, that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shallshall execute promptly any certificate or document that Lessor or any ground or underlying lessor, at Lessormortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination leasehold interest hereunder to any Mortgage such encumbrance imposed after the date hereof shall be conditioned upon the execution by the holder of such encumbrance and attornment delivery to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable of a non-disturbance protection while it is not and attornment agreement in default hereunder. The form reasonably satisfactory to Lessor, Lessee shall comply with any material covenants with respect to the Lessee contained and such holder of such encumbrance and which provides, in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor maysubstance, in addition to any such other remedies for breach reasonable matters, that so long as no Event of covenant hereunderDefault has occurred, execute, acknowledge, the holder of such encumbrance shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute and deliver the instrument as the agent or attorneyto Lessor and such holder of such encumbrance such non-in-fact of Lessee, disturbance and Lessee hereby irrevocably constitutes attornment agreement if requested by Lessor its attorney-in-fact for and/or such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableholder.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement Facility Mortgage upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore Facility Mortgage which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or any and all advances to be made thereunder Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith thereof. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default or the date subordination shall be required; provided, however, that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shallshall execute promptly any certificate or document that Lessor or any Facility Mortgagee may request for such purposes; provided further, at however, that any such subjection and subordination of this Lease or Lxxxxx’s leasehold interest hereunder to any Facility Mortgage imposed after the Effective Date shall be conditioned upon the execution Facility Mortgagee and delivery to Lessee of a non-disturbance and attornment agreement in form reasonably satisfactory to Lessor's request, Lessee and such Facility Mortgagee and which provides, in substance, that so long as no Event of Default has occurred, such Facility Mortgagee shall not disturb either Lessee’s leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute, acknowledge execute and deliver to Lessor and such Facility Mortgagee such non-disturbance and attornment agreement if requested by Lessor and/or such Facility Mortgagee. If, in connection with obtaining new financing or in connection with any instrument which may refinance of an existing Facility Mortgage, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, however, that Lessee shall not be required to evidence subordination enter into to any modifications which increase the Minimum Rent, Additional Rent or Additional Charges due hereunder, reduce the Term or which otherwise, in the reasonable, good faith judgment of Lxxxxx, would reasonably be expected to materially and adversely affect the other rights or obligations of Lessee hereunder. Further, Lessee shall cooperate with Lessor in connection with Lxxxxx’s efforts to encumber any Facility with a Facility Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with Lxxxxx’s negotiations with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableprospective Facility Mortgagee.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 32.1, without the consent of Lessee, Lessor may from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement (AEncumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee shall be bound by the terms and provisions of this lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and that in the event of any default or foreclosure under such mortgage, Lessee shall attorn to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutionsthe new mortgagee, and extensions thereof (all of which are herein called the "Mortgage"), as otherwise requested by Lessor; provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee execute a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXII.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 32.1 and the Ground Lease, without the consent of Lessee, Lessor may from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien of a new mortgage on the Leased Property, and security title that in the event of any deeds default or foreclosure under such mortgage, Lessee shall attorn to secure debtthe new mortgagee, deeds of trust, mortgages, or other interests heretofore or hereafter granted and as otherwise requested by Lessor or which otherwise encumber or affect on the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided condition that the Mortgage mortgagee execute a non-disturbance agreement recognizing ths Lease and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationagreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXII.

Lessor May Grant Liens. (a) Subject to Section 7.2, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder; provided, however, that upon any -------- ------- termination of this Lease by the Holder of the Mortgage, the Lessor shall be obligated to pay the Termination Fee and the Management Termination Fee (both as defined in Article 36 hereof). In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns. Notwithstanding anything to the contrary herein contained, provided Lessee receives customary and reasonable non-disturbance protection while it is not in hereby granted the right to terminate this Lease upon Holder's or any third party acquiring title to the Leased Property subsequent to Lessor's default hereunderunder the Mortgage, with no penalty to Lessee. The Lessee shall comply with any material covenants with respect to the Lessee contained in any such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this SECTION 32.1, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and to any and all advances to be made thereunder and to all renewalsProperty, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called on the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee executes a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shallon customary and commercially reasonable terms and conditions, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, to comply with the provisions of this ARTICLE XXXII. Lessee shall subordinate its interest to any such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or customary and commercially reasonable terms and conditions upon a foreclosure sale or transfer in lieu thereof; provided, however, that any such purchaser or transferee shall take title subject to Lessee's rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees), (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provided that in the event of a foreclosure of all or any portion of the Leased Property by a Facility Mortgagee, that the Facility Mortgagee shall be bound by the terms and provisions of this Lease (provided Lessee receives customary and reasonable non-disturbance protection while it is not then in default of its obligations hereunder). The Without limiting the generality of the foregoing subparagraph (d), the parties acknowledge the existence of that certain Revolving Credit Agreement dated October 31, 2000 ("CREDIT AGREEMENT") by and between Lessor, as borrower, and Sanwa Bank California ("SANWA"), as administrative agent for the lenders party to such agreement ("LENDERS"). It shall be a condition to the effectiveness of this Lease that, prior to the Commencement Date, Lessee shall comply with receive a fully executed and notarized Subordination, Non-Disturbance and Attornment Agreement (or its equivalent) in recordable form and otherwise in form and substance reasonably acceptable to Lessee. Without in any material covenants way diminishing Lessee's responsibilities set forth elsewhere in this Lease with respect to the Lessee contained in such instrument removal of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change liens affecting any term part of the LeaseLeased Property, Lessor mayhereby represents and warrants to Lessee that other than the Credit Agreement and related security instruments, in addition Lessor is not a party to any other remedies for breach voluntary monetary liens or encumbrances affecting all or any portion of covenant hereunder, execute, acknowledgethe Leased Property, and deliver has not received (at its offices in Oxnard, California) written notice of the instrument as existence of any involuntary monetary liens or encumbrances placed upon the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableLeased Property.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an “encumbrance”) upon the Leased Property, Property and any Capital Additions or any portion part(s) or portion(s) thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or any and all advances to be made thereunder such Capital Additions or any part(s) or portion(s) thereof and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith thereof. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default or the date subordination shall be required; provided, however, that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shallshall execute promptly any certificate or document that Lessor or any ground or underlying lessor, at mortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Xxxxxx’s leasehold interest hereunder to any such encumbrance imposed after the Effective Date shall be conditioned upon the execution by the holder of such encumbrance and delivery to Lessee of a non-disturbance and attornment agreement in form reasonably satisfactory to Lessor's request, Lessee and such holder of such encumbrance and which provides, in substance, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Xxxxxx’s leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute, acknowledge execute and deliver to Lessor and such holder of such encumbrance such non-disturbance and attornment agreement if requested by Lessor and/or such holder. If, in connection with obtaining new financing or in connection with any instrument which may refinance of an existing encumbrance, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, however, Lessee shall not be required to evidence subordination consent to any modifications which increase the Minimum Rent, Additional Rent or Additional Charges due hereunder, reduce the Term or which otherwise, in the reasonable, good faith judgment of Xxxxxx, would reasonably be expected to materially and adversely affect the other rights or obligations of Lessee hereunder. Further, Lessee shall cooperate with Lessor in connection with Xxxxxx’s efforts to encumber any Facility with a Facility Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with Lessor’s negotiations with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableFacility Mortgagee.

Lessor May Grant Liens. (a) Subject to Section 7.2, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein 69 76 called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's ’s interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's ’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "“Mortgage"”), provided that (i) the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's ’s rights under this Lease to receive all Gross Revenues of the Facility prior to the expiration or earlier termination of the occurrence of an Event of Default or the date that this Lease is terminated by pursuant to its terms, and (ii) the foregoing subordination agreement shall only be effective in the event that the Holder of the Mortgage in the exercise of its remedies thereunderagrees not to disturb Lessee’s rights under this Lease. In confirmation of such subordination, Lessee shall, at Lessor's ’s request, promptly execute, acknowledge and deliver any instrument instruments which may be reasonably required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assignsthereof, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect subject to the Lessee contained terms and conditions of this Section 28.2 and in form and substance acceptable to Lessee, and the assignment of this Lease and Lessor’s rights and interests thereunder to such instrument of subordinationHolder. In the event of Lessee's ’s failure to deliver such subordination instruments and if the Mortgage does and such instruments do not change materially and adversely any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-attorney in fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-attorney in fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debtground or underlying leases, mortgages, deeds of trusttrust or like encumbrances (collectively, mortgages"Priority Encumbrances"), or other interests heretofore which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacementsreplacements and extensions of any such lease, substitutionsmortgage, deed of trust or like encumbrance; provided, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Priority Encumbrance shall be conditioned upon the execution by the holder of each Priority Encumbrance and delivery to Lessee of a non- disturbance and attornment agreement which provides that so long as no default has occurred and is continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, the holder of such Priority Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof, or any of its rights, privileges and options, (ii) shall permit application of all proceeds of insurance and all Awards and payments in connection with the taking of all or any portion of the Leased Property in accordance with the provisions of Articles XIV and XV of this Lease, (iii) waives all Priority Encumbrance rights or interests in any of Lessee's Personal Property, and extensions thereof (iv) shall execute a release of such rights, privileges, options and all of which are herein called the "Mortgage"), provided liens and claims that the Mortgage holder of such Priority Encumbrance may have in the Leased Property upon payment of the purchase price therefor in the event Lessee exercises any of its options or rights to purchase the Leased Property provided in this Lease. In connection with the foregoing and all security agreements delivered by Lessor at the request of Lessor, Lessee shall promptly execute a reasonable subordination, non-disturbance and attornment agreement which will incorporate the terms set forth in connection therewith the preceding sentence. Except for the documents described in the preceding sentences, this clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default subordination shall be required by any ground or underlying lessor or by any mortgagee or beneficiary, affecting any lease or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunderLeased Property. In confirmation of such subordination, Lessee shall, at Lessor's request, shall execute promptly execute, acknowledge and deliver any instrument which certificate that Lessor may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact request for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablepurposes.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, ---------------------- from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the any Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lessor shall use its good faith efforts in negotiating with the proposed holder of any such Encumbrance to cause (but Lessor shall have no obligation to Lessee to so cause) the documentation relating thereto to (a) contain the right to prepay (whether or not subject to a prepayment penalty); and (b) contain the agreement by the holder of the Encumbrance that it will (1) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (2) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and (3) permit Lessee to appear by its representative and to bid at any sale in foreclosure made with respect to any such Encumbrance. For purposes of any assignment of rents or other pledge or grant of a security interest in the rents or income from one or more, but less than all Individual Leased Properties, the Percentage Rent attributable to any Individual Leased Property for this purpose shall mean the difference between (i) Percentage Rent for any period determined as provided in Section 3.1(2) hereof with respect to all Leased Properties and Rooms covered hereby, and (ii) Percentage Rent determined as provided in Section 3.1(2) hereof using all of the Leased Properties and the Rooms thereof except for the Individual Leased Properties and Rooms attributable thereto which are the subject of such assignment, pledge or grant. Upon the reasonable request of Lessor, Lessee shall subordinate this Lease to the lien of a new mortgage on any Individual Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and Lessee's interest hereunder rights hereunder, which non-disturbance agreement shall at all times be subject in such form and subordinate substance as are reasonably acceptable to such mortgagee. Lessee agrees to attorn to and recognize the lien and security title holder of any deeds to secure debt, deeds of trust, mortgages, such Encumbrance or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect purchaser at foreclosure as the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights successor landlord under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in any such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableIndividual Leased Property so foreclosed.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trustground or underlying leases, mortgages, trust deeds or other interests heretofore like encumbrances (collectively, "Priority Encumbrances"), which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacementsreplacements and extensions of any such lease, substitutionsmortgage, trust deed or like encumbrance; provided, however, that (other than with respect to the Initial Facility ---- ------- Mortgages) the subjection and subordination of this Lease and Lessee's leasehold --- interest hereunder to any Priority Encumbrance shall be conditioned upon the execution by the holder of each Priority Encumbrance and delivery to Lessee of a nondisturbance and attornment agreement which provides that so long as no default has occurred and is continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, the holder of such Priority Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof, or any of its rights, privileges and options, (ii) shall permit application of all proceeds of insurance and all Awards and payments in connection with the taking of all or any portion of the Leased Property in accordance with the provisions of Articles XIV and XV of this Lease, (iii) waives all Priority Encumbrance rights or interests in any of Lessee's Personal Property, and extensions thereof (iv) shall execute a release of such rights, privileges, options and all of which are herein called the "Mortgage"), provided liens and claims that the Mortgage holder of such Priority Encumbrance may have in the Leased Property upon payment of the purchase price therefor in the event Lessee exercises any of its options or rights to purchase the Leased Property provided in this Lease. In connection with the foregoing and all security agreements delivered by Lessor at the request of Lessor, Lessee shall promptly execute a reasonable subordination, nondisturbance and attornment agreement which will incorporate the terms set forth in connection therewith the preceding sentence. Except for the documents described in the preceding sentences, this clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default subordination shall be required by any ground or underlying lessor or by any mortgagee or beneficiary, affecting any lease or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunderLeased Property. In confirmation of such subordination, Lessee shall, at Lessor's request, shall execute promptly execute, acknowledge and deliver any instrument which certificate that Lessor may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact request for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.purposes. 36.2

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, but subject to the terms and conditions set forth below in this Section 32.1, Lessor may may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancingrefinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such Encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (all of which are herein called 10) days after the "Mortgage"), provided that the Mortgage and all security agreements delivered request by Lessor in connection therewith or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that this Lease shall be subject and subordinate to the lien of any such new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a commercially reasonable non-disturbance agreement specifying, among other things, that (a) so long as Lessee has not committed an Event of Default, in the event of any foreclosure, judicial sale or deed in lieu of foreclosure, Lessee's rights under this Lease to receive all Gross Revenues and leasehold estate hereunder shall not be disturbed by the holder of the Facility prior to the earlier of the occurrence of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee has not committed an Event of Default and no event has occurred which with the passage of time or the date that giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained disposition of insurance payments and condemnation proceeds in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent casualty or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablecondemnation. -39- 32.2.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased PropertyProperty and any Capital Addition thereto, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore such encumbrance which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith thereof. This clause shall be subject to Lessee's rights under this Lease to receive all Gross Revenues self-operative and no further instrument of the Facility prior to the earlier of the occurrence of an Event of Default or the date subordination shall be required; provided, however, that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shallshall execute promptly any certificate or document that Lessor or any ground or underlying lessor, at Lessormortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination leasehold interest hereunder to any Mortgage such encumbrance imposed after the Commencement Date shall be conditioned upon the execution by the holder of such encumbrance and attornment delivery to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable of a non-disturbance protection while it is and attornment agreement which provides, in substance, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Lessee's leasehold interest or possession of the Leased Property in default hereunderaccordance with the terms thereof or other rights under this Lease. The If, in connection with obtaining financing or refinancing for the Leased Property, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall comply with any material covenants with respect to the Lessee contained in not withhold or delay its consent thereto, so long as such instrument of subordination. In the event of modifications do not increase Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the monetary obligations hereunder or adversely affect Lessee's rights or non-monetary obligations under this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all -------- security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, however, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument instruments which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors the assignment of this Lease and assigns, provided Lessee receives customary Lessor's rights and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect interests thereunder to the Lessee contained in such instrument of subordinationHolder. In the event of Lessee's failure to deliver such subordination instruments and if the Mortgage does and such instruments do not change materially and adversely any term of the this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

Lessor May Grant Liens. (a) Subject Lessor may, subject to Section 7.2the terms and conditions set forth below in this Paragraph 32.1, without the consent of Lessee, Lessor may from time to time-to- time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien of a new mortgage on the Leased Property, and security title that in the event of any deeds default or foreclosure under such mortgage, Lessee shall attorn to secure debtthe new mortgagee, deeds of trust, mortgages, or other interests heretofore or hereafter granted and as otherwise requested by Lessor or which otherwise encumber or affect on the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under mortgagee execute a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors successor and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall to comply with any material covenants with respect to the Lessee contained in such instrument provisions of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocablethis Article XXXII.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement Facility Mortgage upon the Leased Property, Property and any Capital Additions or any portion thereof part(s)or portion(s)thereof or interest interests therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore Facility Mortgage which may now or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to and/or such Capital Additions or any and all advances to be made thereunder part(s)or portion(s)thereof or interests therein and to all renewals, modifications, consolidations, replacements, substitutions, replacements and extensions thereof or any part(s)or portion(s)thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of which are any Facility Mortgagee provided for or reserved herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee's , such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereundera de minimis extent. In confirmation of such subordinationFurther, Lessee shall, at shall reasonably cooperate with Lessor in connection with Lessor's request, promptly execute, acknowledge and deliver ’s efforts to encumber any instrument which may be required to evidence subordination to any Facility with a Facility Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with Lessor’s negotiations with any material covenants with respect to the Lessee contained in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableprospective Facility Mortgagee.

Lessor May Grant Liens. (a) Subject to Section 7.2, without Without the consent of Lessee, Lessor may may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("Encumbrance") upon the any Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lessor shall use its good faith efforts in negotiating with the proposed holder of any such Encumbrance to cause (but Lessor shall have no obligation to Lessee to so cause) the documentation relating thereto to (a) contain the right to prepay (whether or not subject to a prepayment penalty); and (b) contain the agreement by the holder of the Encumbrance that it will (1) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (2) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and (3) permit Lessee to appear by its representative and to bid at any sale in foreclosure made with respect to any such Encumbrance. For purposes of any assignment of rents or other pledge or grant of a security interest in the rents or income from one or more, but less than all Individual Leased Properties, the Percentage Rent attributable to any Individual Leased Property for this purpose shall mean the difference between (i) Percentage Rent for any period determined as provided in Section 3.1(2) hereof with respect to all Leased Properties and Rooms covered hereby, and (ii) Percentage Rent determined as provided in Section 3.1(2) hereof using all of the Leased Properties and the Rooms thereof except for the Individual Leased Properties and Rooms attributable thereto which are the subject of such assignment, pledge or grant. Upon the reasonable request of Lessor, Lessee shall subordinate this Lease to the lien of a new mortgage on any Individual Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and Lessee's interest hereunder rights hereunder, which non-disturbance agreement shall at all times be subject in such form and subordinate substance as are reasonably acceptable to such mortgagee. Lessee agrees to attorn to and recognize the lien and security title holder of any deeds to secure debt, deeds of trust, mortgages, such Encumbrance or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect purchaser at foreclosure as the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights successor landlord under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in any such instrument of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableIndividual Leased Property so foreclosed.

Lessor May Grant Liens. (a) Subject Lessor may, subject to the terms and conditions set forth below in this Section 7.232.1, without the consent of Lessee, Lessor may from time to time, directly or indirectly, create or otherwise cause to exist any lien, lien or encumbrance or any other change of title retention agreement (“Encumbrance”) upon the Leased Property, or any portion thereof or interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease and Lessee's interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect a new mortgage on the Leased Property and to any and all advances to be made thereunder and to all renewalsProperty, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called on the "Mortgage"), provided condition that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under proposed mortgagee executes a non-disturbance agreement recognizing this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordinationand agreeing, Lessee shallon customary and commercially reasonable terms and conditions, at Lessor's request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof for itself and its successors and assigns, to comply with the provisions of this Article XXXII. Lessee shall subordinate its interest to any such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or customary and commercially reasonable terms and conditions upon a foreclosure sale or transfer in lieu thereof; provided, however, that any such purchaser or transferee shall take title subject to Lessee’s rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys’ fees), (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provided that in the event of a foreclosure of all or any portion of the Leased Property by a Facility Mortgagee, that the Facility Mortgagee shall be bound by the terms and provisions of this Lease (provided Lessee receives customary and reasonable non-disturbance protection while it is not then in default of its obligations hereunder). The Lessee shall comply with Without limiting the generality of the foregoing subparagraph (d), the parties acknowledge the existence of the Washington State Housing Finance Commission Variable Rate Demand Multifamily Revenue Bonds dated December 1, 1995 (Washington Bonds), and all related agreements which are secured by the five (5) assisted living facilities located at the following addresses: 1000 X. 0xx Xxxxxx, Xxxxxxxxx, XX; 2000 X. 0xx Xxxxxx, Xxxxxxxxx, XX; 1000 Xxxxxxx Xxxxxx, Walla Walla, WA; 2000 XX Xxxx Xxxxxx, Xxxxx, XX; and 2000 XX 000xx Xxxxxx, Xxxxxxxxx, XX. Without in any material covenants way diminishing Lessee’s responsibilities set forth elsewhere in this Lease with respect to the Lessee contained in such instrument removal of subordination. In the event of Lessee's failure to deliver such subordination and if the Mortgage does not change liens affecting any term part of the LeaseLeased Property, Lessor mayhereby represents and warrants to Lessee that other than the Washington Bonds and related security instruments, in addition Lessor is not a party to any other remedies for breach voluntary monetary liens or encumbrances affecting all or any portion of covenant hereunder, execute, acknowledgethe Leased Property, and deliver has not received (at its offices in Malibu, California) written notice of the instrument as existence of any involuntary monetary liens or encumbrances placed upon the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocableLeased Property.