Exhibit 10.16
Title of Document: Subordination, Non-Disturbance and Attornment Agreement
Date of Document: October 2% , 2025
Grantor/Tenant: Intuitive Health of Hamilton County, LLC 5700 Granite Parkway, Suite 455 Piano, Texas 75024
Grantee/Lender: Academy Bank, N.A. KC Tower 1201 Walnut Street, Suite 1100 Kansas City, Missouri 64106
Legal Description: See Exhibit A attached hereto
Reference Book and Page(s): N/A
Document prepared by and
after recording return to:
Hannah Finnegan
Duggan, Shadwick, Doerr & Kurlbaum LLC 9101 West 110" Street, Suite 200 Overland Park, Kansas 66210
(913) 498-3536
THE ABOVE REFERENCED PREPARER AFFIRMS, UNDER THE PENALTIES FOR PERJURY, THAT SHE HAS TAKEN REASONABLE CARE TO REDACT ANY SOCIAL SECURITY NUMBER IN THIS DOCUMENT, UNLESS REQUIRED BY LAW
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) is entered into as of October 9 , 2025, by and between Intuitive Health of Hamilton County, LLC, a Delaware limited liability company (“Tenant”), and Academy Bank, N.A., a National Association (“Lender”) whose address is 1201 Walnut Street, Suite 1100, Kansas City, Missouri 64106.
WHEREAS, Tenant is the lessee under an Operating Lease Agreement dated November 30, 2018, as amended by the First Amendment to Lease dated April 2, 2019, Commencement Date Certificate and Lease Amendment dated May 11, 2020, the Second Amendment to Lease dated September 23, 2020, and as modified by that Sublease Agreement dated November 30, 2018, that Recognition Agreement dated November 30, 2018, and that Master Services Agreement dated January 31, 2018, with Riverview Health, an Indiana County Hospital, as sublessee, Tenant as sublessor, and Orloff Property Holdings IN, LLC, an Indiana limited liability company, and Clifford Orloff, as Trustee of The Clifford Scott Orloff and Olga Shalygin Orloff Revocable Trust (collectively “Original Landlord”), as landlord, together with any and all extensions thereof and modifications and amendments thereto (“Lease”); and
WHEREAS, Original Landlord has or will assign its interests as “lessor” or “landlord” under the Lease to PC Indiana Carmel LLC, an Indiana limited liability company (“Borrower”) upon the conveyance of the Property to Borrower; and
WHEREAS, Lender has made, or will make, a loan to Borrower secured by a Mortgage, Security Agreement and Fixture Filing (“Mortgage”) which encumbers the real property and improvements thereon (“Property”), legally described on Exhibit A attached hereto and made a part hereof; and
WHEREAS, Lender is willing to make the requested mortgage loan, provided Tenant executes this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and in order to induce Lender to make the requested mortgage loan, Tenant and Lender hereby agree and covenant as follows:
1. The Lease and the lien thereof are and shall at all times continue to be subject and subordinate in all respects to the lien of the Mortgage and all rights, privileges and provisions in favor of Lender thereunder, and to all renewals, increases, replacements, consolidations, modifications and extensions of such Mortgage. Tenant further waives all rights and claims to assert that the Lease or any provision thereof is superior to the lien or to any other provision of the Mortgage, or any renewal, increase, replacement, consolidation, modification or extension thereof.
2. So long as Tenant is not in default (beyond any period given Tenant to cure such default) in the payment of rent or additional rent or in the performance of any of the other terms, covenants or conditions of the Lease on Tenant’s part to be performed, Tenant’s possession under the Lease and Tenant’s rights and privileges thereunder, or under any extensions or renewals thereof which may be effected in accordance with any option therefor contained in the Lease, shall not be diminished or interfered with by Lender acting pursuant to the Mortgage, and Tenant’s occupancy shall not be disturbed by Lender during the term of the Lease or any such extensions or renewals thereof.
3. If the interests of Borrower in the Property or the Lease shall be acquired by Lender by reason of foreclosure of the Mortgage or other proceedings brought to enforce the rights of the holder of the Mortgage, by deed in lieu of foreclosure or by any other method, and Lender succeeds to the interests of
Borrower under the Lease, provided that and so long as Tenant is not in default in the payment of any sums due from Tenant under the Lease or in the performance of any other obligation of Tenant under the Lease, the Lease and the rights of Tenant thereunder shall continue in full force and effect and shall not be terminated, diminished, interfered with or disturbed except in accordance with the terms of the Lease, and except that Tenant shall be bound to Lender under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, and any extensions or renewals thereof which may be effected in accordance with any option therefor contained in the Lease, with the same force and effect as if Lender were the original Lessor under the Lease, and Tenant does hereby attorn to Lender as its Lessor, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto immediately upon Lender’s succeeding to the interest of Borrower under the Lease.
4, If Lender or any affiliate of or successor to Lender, or any purchaser at a foreclosure sale, shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure (“Successor Landlord’), such Successor Landlord shall succeed to the interests of Borrower under the Lease, Successor Landlord shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, and Tenant shall, from and after Successor Landlord’s succession to the interest of Borrower under the Lease, have the same remedies against Successor Landlord for the breach by Successor Landlord of any agreement contained in the Lease that Tenant might have had under the Lease against Borrower for Borrower’s breach; provided, however, that Successor Landlord shal! not be:
(a) liable for any act or omission of any prior landlord (including Borrower), except to the extent the same is then continuing at the time Successor Landlord acquired title to the Property and Lender received written notice from Tenant of such act or omission prior to Successor Landlord acquiring title to the Property; or
(b) subject to any offsets or defenses which Tenant might have against any prior landlord (including Borrower), except to the extent the cause of such rights is then continuing at the time Successor Landlord acquired title to the Property and Successor Landlord received written notice from Tenant of such cause prior to Successor Landlord acquiring title to the Property; or
(c) bound by any rent or additional rent which Tenant might have paid for more than the then current month to any prior landlord (including Borrower); or
(d) bound by any agreement or modification of the Lease made without Lender’s prior written consent; or
(e) liable for the completion of any construction on the Property or tenant improvements to the leased premises commenced, or agreed or represented to by any prior landlord (including Borrower); or
(f) bound to the Tenant subsequent to the date upon which the Lender transfers its interest in the Property to any third party; or
(g) obligated or liable to Tenant for any moving, relocation or refurbishment allowance or any payment or allowance for improvements to the Premises or any part thereof; or
(h) liable for the payment of any leasing commissions or other expenses for which Landlord or any prior landlord incurred the obligation to pay; or
(i) bound or liable to Tenant under any notice given by Tenant to Landlord or any prior landiord unless notice is also given simultaneously to Lender as required by the terms of this Agreement.
5. This Agreement may not be modified orally or in any other manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors and assigns.
6. Tenant from and after the date hereof shall send a copy of any notice or statement of default under the Lease or any notices or statement of any intention to cancel or terminate the Lease by certified mail, return receipt requested to Lender at the address shown above at the same time such notice or statement is sent to Borrower (if such notice or statement is from Tenant to Borrower), or upon Tenant’s receipt of such notice or statement from Borrower (if such notice or statement is from Borrower to Tenant), as the case may be. Tenant further agrees that, in the event of any act or omission by Borrower which would give Tenant the right to terminate the Lease or to claim a partial or total eviction (either actual or constructive), or in the event of any other breach or default by Borrower under the terms of the Lease, immediately thereupon, Tenant shall so notify Lender by certified mail, return receipt requested at the address above.
7. Any event that would give Tenant the right to terminate the Lease, abate its rent under the Lease (other than in connection with a casualty or condemnation), or perform certain activities and offset the cost of such activities against any amount due under the Lease is referred to in this Agreement as a “Landlord Lease Default.” If a Landlord Lease Default occurs and the Lease requires Tenant to give Borrower notice and a certain period of time in which to cure such Landlord Lease Default (a “Cure Period’), then Tenant agrees that before it exercises any such termination, abatement, or offset right, it will deliver to Lender a copy of such notice and allow Lender the applicable Cure Period after Tenant delivers such notice in which to cure such Landlord Lease Default.
8. Tenant agrees that it will not, without the written consent of Lender, pay rent or any other sums becoming due under the Lease more than one (1) month in advance.
9, Tenant agrees that the Mortgage and the Promissory Note evidencing the indebtedness secured thereby may be increased, replaced, renewed, extended and/or modified from time to time by agreement between Borrower and Lender, and Lender may exercise any one or more of its rights under the Mortgage from time to time at Lender’s discretion, all without notice to or consent of Tenant, and this Agreement shall continue in full force and effect as to all such renewals, extensions and/or modifications and all such exercise of rights.
10. In no event shall Lender be personally liable as landlord under the Lease either by virtue of any assignment of the Lease, the exercise of any right thereunder or hereunder, the foreclosure of its lien on the Property, the acquisition of the Property or the collection of any rent under the Lease as Owner or Mortgagee and Tenant shall look solely to the real estate that is the subject of the Lease and to no other assets of Lender for satisfaction of any liability in respect of the Lease; but Tenant shall have reserved to him all other remedies available to him at law or in equity.
11. Except as otherwise described herein, the Lease has not been amended or modified and is in full force and effect as originally executed, and there are no side letters or other arrangements, whether or not constituting amendments to the Lease, for tenant inducements or otherwise.
12. Neither Borrower nor Tenant is in default in any way under any term of the Lease. Borrower has complied fully and completely with all of Borrower’s covenants, warranties and other obligations under the Lease to the date hereof. Tenant is fully obligated to pay, and is paying, the rent and other charges due from Tenant under the Lease, and is fully obligated to perform and is performing
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all of the other obligations of Tenant under the Lease, without right of counterclaim, offset or other defense.
(Signature pages follow)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
STATE OF _wdiane, COUNTY OF Heueni (ton
Intuitive Health of Hamilton County, LLC, a Delaware limited liability company
By
Vago O. holt — itle:
Mana 4< Cc
On this Gt day of CcAnbhe , 2025, before me appeared _Dbaviel 43. Hyatt , to me personally known, who, being by me duly sworn, did say that she or he isa_Manage/s~ of Intuitive Health of Hamilton County, LLC, a Delaware limited liability company, and that said instrument was signed on behalf of said limited liability company, and said fyahé ©: Huet acknowledged said instrument to be the free act and deed of said limited liability company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the county
and state aforesaid on the day and year first above written.
My commission expires: 4-14-2033
-
Code by Ma hed
Notary Public
Co(jeen D- MewWhLE
Print Name
COLLEEN 9. MC WHIRT
Notary Public ¢ india Clinton County - State of indiana Commission Number NP0697088
My Commission Expires Apr 19, 2033
Academy Bank, N.A., a National Association
By: WZ, Creer Printed: P. Ms j2 (faven
Title: Dire cher - Netrone! CRE Leading
STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON )
On this Qt day of _OCToZEM , 2025, before me appeared FA [hip Cea VEn , to me personally known, who being by me duly sworn, did say that (s)he is the Lirectort of Academy Bank, N.A., a National Association, and that said instrument was signed in behalf of said association by authority of its Board of Directors, and said officer acknowledged said instrument to be the free act and deed of said association.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office
the day and year last above written. * 4
Notary Public
My commission expires: Print Name: C44 /STIWE Vb) EVENTIT
Lncpsh 25, 2026
CHRISTINE VANDEVENTER Notary Public - Notary Seal STATE OF MISSOURI Ray County Mv Commission Expires: Aug, 25, 2026 Commission #14010442
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CONSENT OF SUBTENANT
The undersigned Subtenant consents to the foregoing Agreement and specifically acknowledges, consents and agrees that (a) the Sublease Agreement dated November 30, 2018, as modified by that Recognition Agreement dated November 30, 2018, and that Master Services Agreement dated January 31, 2018 (“Sublease”) between Tenant and Subtenant is subordinate and inferior to the Lender’s Mortgage lien, (b) that Subtenant has no greater rights in the Property under the Sublease than Tenant has under the Lease, (c) that neither Borrower nor Lender have any liability or obligation to Subtenant, and (d) that Subtenant is bound by all of the same terms, conditions, restrictions, limitation, and obligations that apply to Tenant under this Agreement.
Riverview Health, an Indiana County Hospital
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Pri A Dip Ww. fyaTT_ itle: Tresiltytt/ CLED
STATE OF Indian o )
COUNTY OF _teamitton __)
On this 7Aua day of Oc the, 2025, before me appeared _DaAgid WD, Hyatt ; to me personally known, who being by me duly sworn, did say that (s)he is the President/Ceo of Riverview Health, an Indiana County Hospital, and that said instrument was signed in behalf of said hospital by authority of its Board of Directors, and said Oavid W. bry att acknowledged said instrument to be the free act.and deed of said hospital.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office the day and year last above written.
Cols S- Mart
Notary Public Print Name: C9 \Ween TD. MORE
My commission expires:
4 =NA2033
COLLEEN D. MC WHIRT Notary Public Clinton County - State of indiana Commission Number NP0697088 My Commission Expires Apr 19, 2033
CONSENT OF INTUITIVE
The undersigned Intuitive Health, LLC, a Delaware limited liability company (‘Intuitive’) consents to the foregoing Agreement and specifically acknowledges, consents and agrees that (a) the Recognition Agreement dated November 30, 2018, and Master Services Agreement dated January 31, 2018 (“Recognition Agreement _and MSA”) between Borrower (as assignee of Original Landlord), Tenant, Subtenant, and Intuitive are subordinate and inferior to the Lender’s Mortgage lien, (b) that Intuitive has no greater rights in the Property under the Recognition Agreement and MSA than Tenant has under the Lease, (c) that neither Borrower nor Lender have any liability or obligation to Intuitive, and (d) that Intuitive is bound by all of the same terms, conditions, restrictions, limitation, and obligations that apply to Tenant under this Agreement.
Intuitive Health of Hamilton County, LLC, a Delaware limited liability company
By: hited: LW (Pb. My SPL—
Title: Marae, 0
STATE OF Fediiane ) ) ss COUNTY OF pyam: \n ) On this (ts day of Othber__, 2025, before me appeared OAsid W. Hyatt, to me personally known, who, being by me duly sworn, did say that she or he isa_Mana ger of
Intuitive Health of Hamilton County, LLC, a Delaware limited liability company, and that said instrument was signed on behalf of said limited liability company, and said Paved WwW. tuatt acknowledged said instrument to be the free act and deed of said limited liability company.
IN WITNESS WHEREOPF, I have hereunto set my hand and affixed my official seal in the county and state aforesaid on the day and year first above written.
Notary Public Coleen D Maohist
Print Name My commission expires:
U-\% 2033 COLLEEN D. MC WHIRT
Notary Public Clinton County - State of Indiana Commission Number NP0697088
My Commission Expires Apr 19, 2033
wots ceeyeaeorig eo eet
EXHIBIT A
For APN/Parcel ID(s): 29-10-22-022-003.000-018 Parcel 3 in Riverview Medical Park, an Addition to the City of Carmel, Hamilton County, Indiana, as per
plat thereof recorded August 29, 2003 in Plat Cabinet 3, Slide 242, as Instrument Number 2003-88086 in the Office of the Recorder of Hamilton County, Indiana.
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