Common use of SUBORDINATE LEASES AND NON‑DISTURBANCE AGREEMENTS Clause in Contracts

SUBORDINATE LEASES AND NON‑DISTURBANCE AGREEMENTS. (a) All future Leases shall be subordinate to the lien of the Mortgage and shall provide the Mortgagee may elect to make the Lease superior to the Mortgage and to require the tenant to attorn to Mortgagee. Upon request by Mortgagor, Mortgagee shall grant non-disturbance under any Lease that Mortgagor is entitled to enter into hereunder, (x) prior to a Securitization, on Mortgagee’s standard form of subordination, non-disturbance and attornment agreement with such changes as Mortgagee shall approve in its judgment, reasonably exercised or (y) after a Securitization, on a form reasonably acceptable to Mortgagee (which form shall, among other things, require the applicable tenant to attorn to Mortgagee or Mortgagee’s nominee or other third party purchaser of the Property following a foreclosure of the Mortgage or delivery of a deed in lieu of foreclosure) to those tenants under Leases which require the delivery of non-disturbance agreements. Any such non-disturbance granted by Mortgagee shall not be deemed effective until Mortgagee receives an executed copy of the related Lease. Notwithstanding the foregoing, prior to a Securitization, Mortgagee shall have approval rights, not to be unreasonably withheld or delayed, with respect to any Lease, including, without limitation, Leases which otherwise comply with the Leasing Guidelines, in the event Mortgagee is asked to provide a non‑disturbance agreement in connection with such Lease. (b) With respect to Leases submitted from and after the Execution Date Mortgagor shall pay on demand, a processing fee of $1,500.00 per Lease and Mortgagor shall pay, or, on demand, reimburse Mortgagee for the payment of any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements of Mortgagee’s outside counsel) incurred or expended in connection with or incidental to (i) the review and approval of any Lease requiring a non‑disturbance agreement, and (ii) the preparation and negotiation of a non-disturbance agreement in connection with any Lease.

SUBORDINATE LEASES AND NON‑DISTURBANCE AGREEMENTS. (a) All future Leases shall be subordinate to the lien of the Mortgage and shall provide the Mortgagee may elect to make the Lease superior to the Mortgage and to require the tenant to attorn to Mortgagee. Upon request by Mortgagor, Mortgagee shall grant non-disturbance nondisturbance under any Lease that Mortgagor is entitled to enter into hereunder, (x) prior to a Securitization, on Mortgagee’s standard form of subordination, non-disturbance nondisturbance and attornment agreement with such changes as Mortgagee shall approve in its judgment, reasonably exercised or (y) after a Securitization, on a form reasonably acceptable to Mortgagee (which form shall, among other things, require the applicable tenant to attorn to Mortgagee or Mortgagee’s nominee or other third party purchaser of the Property following a foreclosure of the Mortgage or delivery of a deed in lieu of foreclosure) to those tenants under Leases which require the delivery of non-disturbance nondisturbance agreements. Any such non-disturbance nondisturbance granted by Mortgagee shall not be deemed effective until Mortgagee receives an executed copy of the related Lease. Notwithstanding the foregoing, prior to a Securitization, Mortgagee shall have approval rights, not to be unreasonably withheld or delayed, with respect to any Lease, including, without limitation, Leases which otherwise comply with the Leasing Guidelines, in the event Mortgagee is asked to provide a non‑disturbance non-disturbance agreement in connection with such Lease. (b) With respect to Leases submitted from and after the Execution Date Mortgagor shall pay on demand, a processing fee of $1,500.00 per Lease and Mortgagor shall pay, or, on demand, reimburse Mortgagee for the payment of any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements of Mortgagee’s outside counseldisbursements) incurred or expended in connection with or incidental to (i) the review and approval of any Lease requiring a non‑disturbance non-disturbance agreement, and (ii) the preparation and negotiation of a non-disturbance nondisturbance agreement in connection with any Lease.

SUBORDINATE LEASES AND NON‑DISTURBANCE AGREEMENTS. (a) All future Leases shall be subordinate to the lien of the Mortgage and shall provide the Mortgagee may elect to make the Lease superior to the Mortgage and to require the tenant to attorn to Mortgagee. Upon request by Mortgagor, Mortgagee shall grant non-disturbance under any Lease that Mortgagor is entitled to enter into hereunder, (x) prior to a Securitization, on Mortgagee’s standard form of subordination, non-disturbance and attornment agreement with such changes as Mortgagee shall approve in its judgment, reasonably exercised or (y) after a Securitization, on a form reasonably acceptable to Mortgagee (which form shall, among other things, require the applicable tenant to attorn to Mortgagee or Mortgagee’s nominee or other third party purchaser of the Property following a foreclosure of the Mortgage or delivery of a deed in lieu of foreclosure) to those tenants under Leases which require the delivery of non-disturbance agreements. Any such non-disturbance granted by Mortgagee shall not be deemed effective until Mortgagee receives an executed copy of the related Lease. Notwithstanding the foregoing, prior to a Securitization, Mortgagee shall have approval rights, not to be unreasonably withheld or delayed, with respect to any Lease, including, without limitation, Leases which otherwise comply with the Leasing Guidelines, in the event Mortgagee is asked to provide a non‑disturbance non-disturbance agreement in connection with such Lease. (b) With respect to Leases submitted from and after the Execution Date Mortgagor shall pay pay, on demand, a processing fee of $1,500.00 per Lease and Mortgagor shall pay, or, or on demand, reimburse Mortgagee for the payment of any reasonable costs or expenses (including reasonable attorneys’ attorneys fees and disbursements of Mortgagee’s outside counsel) incurred or expended in connection with (or incidental to to) (i) the review and approval of any Lease requiring a non‑disturbance non-disturbance agreement, and (ii) the preparation and negotiation of a non-disturbance agreement in connection with any Lease.

SUBORDINATE LEASES AND NON‑DISTURBANCE AGREEMENTS. (a) All future Leases shall be subordinate to the lien of the Mortgage Security Instrument and shall provide the Mortgagee Lender may elect to make the Lease superior to the Mortgage Security Instrument and to require the tenant to attorn to MortgageeLender. Upon request by MortgagorBorrower, Mortgagee Lender shall grant non-disturbance under any Lease that Mortgagor Borrower is entitled to enter into hereunder, (x) prior to a Securitization, on MortgageeLender’s standard form of subordination, non-disturbance and attornment agreement with such changes as Mortgagee Lender shall approve in its judgment, reasonably exercised or (y) after a Securitization, on a form reasonably acceptable to Mortgagee Lender (which form shall, among other things, require the applicable tenant to attorn to Mortgagee Lender or MortgageeLender’s nominee or other third party purchaser of the Property following a foreclosure of the Mortgage Security Instrument or delivery of a deed in lieu of foreclosure) to those tenants under Leases which require the delivery of non-disturbance agreements. Any such non-disturbance granted by Mortgagee Lender shall not be deemed effective until Mortgagee Lender receives an executed copy of the related Lease. Notwithstanding the foregoing, prior to a Securitization, Mortgagee Lender shall have approval rights, not to be unreasonably withheld or delayed, with respect to any Lease, including, without limitation, Leases which otherwise comply with the Leasing Guidelines, in the event Mortgagee Lender is asked to provide a non‑disturbance agreement in connection with such Lease. (b) With respect to Leases submitted from and after the Execution Date Mortgagor Borrower shall pay on demand, a processing fee of $1,500.00 per Lease and Mortgagor Borrower shall pay, or, on demand, reimburse Mortgagee Lender for the payment of any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements of MortgageeLender’s outside counsel) incurred or expended in connection with or incidental to (i) the review and approval of any Lease requiring a non‑disturbance agreement, and (ii) the preparation and negotiation of a non-disturbance agreement in connection with any Lease.