Common use of Leasing Matters Clause in Contracts

Leasing Matters. Lender is authorized to foreclose this Security Instrument subject to the rights of any tenants of the Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Security Instrument, but superior to any other lien on the Property and shall contain an attornment provision pursuant to which the tenant agrees to attorn to the successful bidder at the foreclosure sale of this Security Instrument at the option of such successful bidder. Additionally, from time to time Lender may execute and record among the land records of the jurisdiction where this Security Instrument is recorded, subordination statements with respect to such of said leases as Lender may designate, whereby the leases so designated by Lender will be made superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and shall not be affected by any foreclosure hereof. All such leases and tenancies shall contain a provision to the effect that the tenant recognizes the right of Lender to effect such subordination of this Security Instrument and consents thereto. Further, all such leases and tenancies shall contain a provision obligating the tenant to attorn to the Lender or the successful bidder at a foreclosure sale following such foreclosure sale.

Leasing Matters. (a) Any Major Lease executed after the date hereof shall require the prior written consent of Lender, which consent shall not be unreasonably withheld. Upon request, the Borrower requesting such consent shall furnish Lender is authorized with true, correct and complete executed copies of all such proposed Major Leases, amendments thereof and any related agreements. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to foreclose this Security Instrument subject existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the rights of any tenants of the Property, applicable Mortgage and the failure to make any such tenants parties defendant to any such foreclosure proceedings Lien created thereby and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Security Instrument, but superior to any other lien on the Property and shall contain an attornment provision pursuant to which that the tenant thereunder agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Each Borrower (a) shall observe and perform the successful bidder obligations imposed upon the lessor under the Leases applicable to the Property or Properties owned by such Borrower in a commercially reasonable manner; (b) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property or Properties owned by such Borrower involved, except that such Borrower shall not terminate or accept the surrender by a tenant of, any Major Lease unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property or Properties owned by such Borrower; (c) shall not collect any of the Rents more than one (1) month in advance (other than security deposits required pursuant to such Lease); (d) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (e) shall not alter, modify or change the terms of any Leases in a manner inconsistent with the provisions of the Loan Documents; and (f) shall execute and deliver at the foreclosure sale request of this Security Instrument at Lender all such further assurances, confirmations and assignments in connection with the option of such successful bidder. Additionally, Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, no Borrower shall enter into a Lease after the date hereof of all or substantially all of the Property or Properties owned by such Borrower without Lender’s prior written consent. Lender may shall have the right to require each new tenant to execute and record among the land records deliver to Lender a subordination, non disturbance of the jurisdiction where this Security Instrument is recordedpossession and attornment agreement in form, subordination statements with respect content and manner of execution reasonably acceptable to such of said leases as Lender may designate, whereby the leases so designated by Lender will be made superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and shall not be affected by any foreclosure hereof. All such leases and tenancies shall contain a provision to the effect that the tenant recognizes the right of Lender to effect such subordination of this Security Instrument and consents thereto. Further, all such leases and tenancies shall contain a provision obligating the tenant to attorn to the Lender or the successful bidder at a foreclosure sale following such foreclosure saleLender.

Leasing Matters. Any Major Leases with respect to an Individual Property written after the date hereof shall be approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, Borrower shall furnish Lender is authorized with executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to foreclose this Security Instrument subject existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the rights of any tenants of Mortgage encumbering the Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Security Instrument, but superior to any other lien on the applicable Individual Property and shall contain an attornment provision pursuant to which that the tenant lessee agrees to attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall cause Mortgage Borrower and Operating Lessee to (i) observe and perform the successful bidder obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Mortgage Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Mortgage Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Mortgage Loan Documents; and (vi) execute and deliver at the foreclosure sale request of this Security Instrument at Lender all such further assurances, confirmations and assignments in connection with the option of such successful bidder. Additionally, Leases as Lender shall from time to time Lender may execute and record among the land records of the jurisdiction where this Security Instrument is recorded, subordination statements with respect to such of said leases as Lender may designate, whereby the leases so designated by Lender will be made superior reasonably require. Notwithstanding anything to the lien of this Security Instrument. From and after the recordation of such subordination statementscontrary contained herein, the leases therein referred to shall be superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and Borrower shall not be affected by cause or permit Mortgage Borrower and Operating Lessee to enter into a lease of all or substantially all of any foreclosure hereof. All such leases and tenancies shall contain a provision to the effect that the tenant recognizes the right of Lender to effect such subordination of this Security Instrument and consents thereto. Further, all such leases and tenancies shall contain a provision obligating the tenant to attorn to the Lender or the successful bidder at a foreclosure sale following such foreclosure saleIndividual Property without Lender’s prior written consent.

Leasing Matters. Any Leases with respect to an Individual Property in excess of 5,000 square feet written after the date hereof shall be subject to approval by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Upon written request of Lender, Borrower and Operating Lessee shall furnish Lender with executed copies of all Leases, provided that so long as no Event of Default has occurred and is authorized continuing neither Borrower nor Operating Lessee shall be required to foreclose this deliver copies of all Leases to Lender more than one (1) time in any calendar year. All renewals of Leases and all proposed Leases shall provide for rental rates comparable or superior to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instrument subject to encumbering the rights of any tenants of the Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Security Instrument, but superior to any other lien on the applicable Individual Property and shall contain an attornment provision pursuant to which that the tenant lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Each of Borrower and Operating Lessee shall (i) observe and perform the successful bidder obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or Operating Lessee or acceptance of surrender by a tenant of any Leases in excess of 5,000 square feet shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such termination or surrender of any Lease will be permitted without the written consent of Lender, not to be unreasonably withheld; (iii) not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the foreclosure sale request of this Security Instrument at Lender all such further assurances, confirmations and assignments in connection with the option of such successful bidder. Additionally, Leases as Lender shall from time to time reasonably require. Notwithstanding anything to the contrary contained herein, neither Borrower nor Operating Lessee shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Lender may execute and record among shall grant or deny with a reasonable explanation any consent required hereunder within ten (10) days after the land records receipt of the jurisdiction where this Security Instrument is recordedapplicable request and all documents in connection therewith. In the event that Lender fails to respond within said ten (10) day period, subordination statements with respect to such of said leases as Lender may designate, whereby the leases so designated by Lender will be made superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to failure shall be superior deemed to be the lien consent and approval of this Security Instrument. From Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and after fourteen (14) point or larger font in the recordation of transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within ten (10) days from the date Lender receives such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and shall not be affected request as evidenced by any foreclosure hereof. All such leases and tenancies shall contain a provision to the effect certified mail return receipt or confirmation by a reputable national overnight delivery service that the tenant recognizes the right of Lender to effect such subordination of this Security Instrument and consents thereto. Further, all such leases and tenancies shall contain a provision obligating the tenant to attorn to the Lender or the successful bidder at a foreclosure sale following such foreclosure salesame has been delivered.

Leasing Matters. Lender is authorized Any Major Leases with respect to foreclose this Security Instrument any Individual Property executed after the date hereof shall be subject to the rights prior written approval by Lender, which approval shall not be unreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Security deposits of Tenants under all Leases shall be held in compliance in all material respects with Legal Requirements and any tenants provisions in Leases relating thereto. Such security deposits may be commingled with other accounts of Borrower if and to the extent permitted by applicable law, provided that Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants and shall provide such information to Lender upon written request thereof. Upon the occurrence of a monetary Event of Default and acceleration of the PropertyLoan, Borrower shall, upon Lender’s request and subject to applicable Legal Requirements, deposit with Lender the security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any bonds or other instruments held by Borrower in lieu of cash security, that Borrower had not returned to the applicable Tenants or applied in accordance with the express terms of the applicable Lease (and failure to make do so shall constitute a misappropriation of funds). Except as otherwise expressly provided in the Lease, all renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates and be entered into as a result of arm’s-length negotiations upon commercially reasonable terms and shall not contain any such tenants parties defendant to any such foreclosure proceedings and to foreclose their terms which would materially affect Lender’s rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect under the sums secured hereby or to collect any deficiency remaining unpaid Loan Documents. All Leases executed after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent date hereof shall provide that they are subordinate to the date hereof, or any part thereof, shall be subordinate and inferior to Security Instruments encumbering the lien of this Security Instrument, but superior to any other lien on the applicable Individual Property and shall contain an attornment provision pursuant to which that the tenant lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower or Operating Lessee (as applicable) shall (a) observe and perform the successful bidder obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (b) enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or Operating Lessee (as applicable) or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that no such termination or surrender of any Major Lease will be permitted without the prior written consent of Lender; (c) not collect any of the rents more than one (1) month in advance (other than first month’s Rent or security deposits); (d) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (e) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents. Lender shall have the right to require, at Borrower’s sole cost and expense, each new Tenant under any Major Lease to execute and deliver to Lender a subordination, non-disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender and such Tenant and the applicable Individual Borrower shall use commercially reasonable efforts to obtain the same from the applicable Tenant. Notwithstanding anything to the contrary contained herein, neither Borrower nor Operating Lessee shall enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with tenants that are Affiliates of Borrower or Operating Lessee shall be subject to the prior written consent of Lender. In the event that (A) Borrower has delivered to Lender a written request for Lender’s approval of a Lease or other leasing matter requiring Lender consent under this Section 5.1.21 together with a summary of the business terms of such Lease or other leasing matter and any documents or information required to be provided by Borrower under the Loan Documents in connection with Lender’s review of the proposed matter, by a method which provides evidence of delivery, (B) Lender has failed to respond to such request within ten (10) Business Days after Lender’s receipt of such request and supporting documents, and (C) Borrower has delivered to Lender by such method a second copy of such request with such supporting documents and information required above, then, if Lender has failed to respond to such second request within five (5) Business Days after Lender’s receipt of such second request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the foreclosure sale of this Security Instrument at the option of such successful bidder. Additionally, from time to time Lender may execute and record among the land records top of the jurisdiction where this Security Instrument is recordedfirst page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN [TEN (10)/FIVE (5)] BUSINESS DAYS AFTER YOUR RECEIPT, subordination statements with respect to such of said leases as YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” Borrower shall reimburse Lender may designate, whereby the leases so designated for Lender’s reasonable out-of-pocket costs and expenses incurred by Lender will be made superior to the lien of this Security Instrument. From and after the recordation of in connection with such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and shall not be affected by any foreclosure hereof. All such leases and tenancies shall contain a provision to the effect that the tenant recognizes the right of Lender to effect such subordination of this Security Instrument and consents thereto. Further, all such leases and tenancies shall contain a provision obligating the tenant to attorn to the Lender or the successful bidder at a foreclosure sale following such foreclosure saleleasing matter.

Leasing Matters. Lender is authorized to foreclose this Security Instrument subject Any Leases with respect to the rights of any tenants of the Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid Property written after the foreclosure sale of the Property. Unless otherwise agreed by Lender in writing, all leases and tenancies of the Property executed subsequent to the date hereof, or any part thereoffor more than 25,000 square feet (each, a “Major Lease” and, collectively, the “Major Leases”) shall be subordinate and inferior subject to the lien prior written approval of this Security InstrumentLender, but superior which approval shall not be unreasonably withheld, conditioned or delayed. Upon request, and to any the extent not previously delivered to Lender as part of the closing, Borrower shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases not in effect as of the closing of the Loan shall provide for rental rates comparable to existing local market rates taking into account and giving due consideration to all other lien material terms of the applicable Lease, in the aggregate. All proposed Leases not in effect as of the closing of the Loan shall be on commercially reasonable terms. All Leases executed after the Property date hereof shall provide that they are subordinate to the Mortgage and shall contain an attornment provision pursuant to which that the tenant lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale, provided, however, that in respect of any Major Lease, such subordination and Attornment may be conditioned upon receipt of a subordination agreement reasonably acceptable to Lender and the successful bidder applicable Tenant. Notwithstanding anything to the contrary contained in this Agreement, Lender has reviewed and approved all Leases in effect as of the closing of the Loan, including, without limitation, renewal terms thereof. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner (and, with respect to any tenant improvement obligations, subject to Force Majeure, defined below); (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Property; provided, however, that no such termination or surrender of any Major Lease by Borrower will be permitted without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed; (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not materially alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) shall execute and deliver at the foreclosure sale request of this Security Instrument at Lender all such further assurances, confirmations and assignments in connection with the option of such successful bidder. Additionally, Leases as Lender shall from time to time Lender may execute and record among reasonably require. Notwithstanding anything to the land records contrary contained herein, Borrower shall not enter into a lease of all or substantially all of the jurisdiction where this Security Instrument is recordedProperty without Lender’s prior written consent. Notwithstanding anything to the contrary contained herein, subordination statements all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with respect Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. Any new Lease or Lease modification that requires Lender’s consent shall be delivered to Lender for approval not less than fourteen (14) Business Days prior to the effective date of such of said leases as Lender may designatenew Lease or Lease modification, whereby the leases so designated together with all other materials reasonably requested by Lender will be made superior in order to the lien evaluate such new Lease or Lease modification. Each such request for approval and consent of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument. From and after the recordation of such subordination statements, the leases therein referred to shall be superior to the lien of this Security Instrument and shall not be affected by any foreclosure hereof. All such leases and tenancies a Lease or Lease modification shall contain a provision legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A [NEW LEASE] [LEASE MODIFICATION]. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS.” In the event that Lender fails to grant or withhold its approval and consent to such Lease or Lease modification within such ten (10) Business Day period, Borrower shall deliver to Lender a second request for approval and consent not less than five (5) Business Days prior to the effect that the tenant recognizes the right effective date of Lender to effect such subordination new Lease or Lease modification. Each such second request for approval and consent of this Security Instrument and consents thereto. Further, all such leases and tenancies a Lease or Lease modification shall contain a provision obligating legend in capitalized bold letters on the tenant top of the cover page stating: “THIS IS A SECOND REQUEST FOR CONSENT TO A [NEW LEASE] [LEASE MODIFICATION]. LENDER’S RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S APPROVAL BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Lender fails to attorn grant or withhold its approval and consent to the Lender such Lease or the successful bidder at a foreclosure sale following Lease modification within such foreclosure salefive (5) Business Day period, then Lender’s approval shall be deemed to have been granted.