Common use of Future Leases Clause in Contracts

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease to any tenant, or amend, modify, terminate, renew or extend any Lease (other than a renewal, extension or expansion to which a tenant is entitled under the terms of an existing Lease or contained in a Lease that is subsequently approved by Mortgagee), affecting the Security unless Mortgagee shall first consent in writing to the terms of the Lease and the form of the Lease. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease and such tenant’s successors and assigns. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease lease to any ------------- tenant, or amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by Mortgagee), affecting the Security unless Mortgagee shall first consent in writing to the terms of the Lease said lease and the form of the Lease. Except as otherwise set forth in lease; provided, however, that the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to consent of Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall will not be required only with respect to the extent provided for in the Loan Agreementany lease which covers no more than 500 square feet of net rentable area, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding written on a standard form of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form lease reasonably acceptable to MortgageeMortgagee without any changes thereto and contains no option on the part of the tenant thereunder to cancel the lease (other than as may be provided in the approved standard form) or acquire any ownership interest in the Security. All Leases leases must be subordinate to the lien of this the Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease Each lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s 's successors and assigns. Mortgagor will furnish to Mortgagee a true and complete copy of each lease, amendment, modification, extension, or renewal of lease, hereafter made by Mortgagor with respect to space in the Security, within ten (10) days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Mortgagor shall also furnish to Mortgagee an original mortgagee attornment agreement executed by each tenant leasing in excess of 500 square feet of net rentable area in the Security and an original estoppel, addressed to Mortgagee, from each such tenant in form and substance satisfactory to Mortgagee. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth provided in the Loan Agreementthis Section 15(b), Mortgagor will Borrower shall not hereafter make enter into any Lease to any tenantLease, or amend, modify, terminate, renew or extend consent to the assignment of any Lease (other unless required to do so by the terms of such Lease), or materially modify any Lease (including, without limitation, accept a surrender of any portion of the Property subject to a Lease, allow a reduction in the term of any Lease or the Rent payable under any Lease, change any renewal provisions of any Lease or materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) (any such action being referred to herein as a "Future Lease") without the prior written consent of Lxxxxx. Provided no Event of Default shall have occurred, Borrower may enter into any Future Lease, without Lxxxxx's prior written consent, that satisfies each of the following conditions (as evidenced by a certificate of Borrower delivered to Lender at least five (5) Business Days prior to Borrower's entry into such Future Lease): such Future Lease is written on a standard form of lease submitted by Borrower and approved by Lender for the Property (the "Standard Form Lease"), with only such changes as are commercially reasonable given the then-current market conditions, none of which changes shall violate Section 15(e) and 15(f) hereof; if the premises demised under such Future Lease are not more than a renewaltwenty thousand (20,000) rentable square feet and such Future Lease represents an arm's-length transaction (i.e., extension or expansion the Tenant thereunder is not an Affiliate of Borrower) on terms consistent with the then-prevailing market conditions, as reasonably determined by Lender; and if the premises demised under such Future Lease exceed twenty thousand (20,000) rentable square feet and are not more than thirty five thousand (35,000) rentable square feet, then (x) Lender shall have determined, in its reasonable judgment, such determination to which a tenant is entitled be made within five (5) Business Days of Lxxxxx's receipt of the certificate of Borrower referred to above, that the Tenant under such Future Lease has sufficient financial strength to meet its obligations under the terms of such Future Lease (provided, however that Lxxxxx's approval of such financial strength shall not be required for any Tenant whose senior unsecured indebtedness is rated not less than "BBB" by S&P or "Baa" by Mxxxx'x or for any Tenant that has provided a security deposit in an existing amount not less than three months base rent) and (y) such Future Lease or contained provides for rentals and other economic terms such that the Net Effective Annualized Rent of such Future Lease is not less than the Minimum Rental Value; in a the case of any proposed Future Lease that is subsequently approved by Mortgagee)does not satisfy the requirements of either Subparagraph (B) or (C) above, affecting the Security unless Mortgagee Lender shall first consent in writing respond to the terms any request for approval of the such Future Lease and the form of the Leasewithin five (5) Business Days. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is requiredAs used herein, the standards and procedures for following terms shall have the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by Mortgagee, each Lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease shall become superior, in whole or in part, to the lien of the Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease subsequently made by recording with the [INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease and such tenant’s successors and assigns. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.following meanings:

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor Borrower will not hereafter make any Major Lease (as defined in the Assignment of Leases and Rents) to any tenantlessee, or amend, modify, terminate, renew or extend any Major Lease (other than a renewal, extension or expansion to which a tenant lessee is entitled under the terms of an existing Major Lease or that is contained in a Lease that is subsequently approved by MortgageeLender, or that otherwise satisfies conditions set forth in Section 3.2(b) of the Assignment of Leases and Rents), affecting the Security unless Mortgagee Lender shall first consent in writing to the terms of the Major Lease and the form of the Major Lease. Except as otherwise set forth in the Loan Agreement, all Leases and subleases and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after the date hereof must be submitted to Mortgagee for prior written approval. Notwithstanding the foregoing, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such which consent shall not be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgageeunreasonably withheld. All Leases must be subordinate to the lien of this Mortgage Security Instrument unless Mortgagee Lender otherwise specifies. Unless otherwise approved by Mortgagee, each Each Lease must contain a provision that, upon notice to tenant lessee by MortgageeLender, the Lease shall become superior, in whole or in part, to the lien of the Mortgagethis Security Instrument. Without limiting the foregoing, Mortgagee Lender hereby reserves the right to (a) subordinate this Mortgage Security Instrument to any Lease subsequently made by recording with in the [INSERT RECORDING OFFICE] same jurisdictional records in which this Mortgage Security Instrument is recorded, a declaration to that effect, executed by MortgageeLender, which declaration once so recorded shall be binding upon the tenant lessee under such Lease and such tenantlessee’s successors and assigns, or (b) to take such action as Lender may decide, including to make a foreclosure sale subject to any such Lease(s) in Lender’s sole discretion. Mortgagor Borrower will furnish to Lender a fully executed true and complete copy of each Major Lease, amendment, modification, extension, termination, guaranty, or renewal of a Major Lease, hereafter made by Borrower, or made for the benefit of Borrower, with respect to space in the Security (whether approved or deemed approved by Lender) within ten (10) days after delivery of each such Major Lease, amendment, modification, extension, termination, guaranty, or renewal by the parties thereto. Borrower shall also furnish to Lender along with such copy of each Major Lease, an original estoppel addressed to Lender, in the form of the estoppel previously approved by Lender and in substance satisfactory to Lender, and executed by the lessee under the applicable Major Lease. Borrower will from time to time upon reasonable demand of MortgageeLender, confirm in writing the assignment to Mortgagee Lender of any or all Leases of the Land and space in the ImprovementsReal Property, and such written confirmation shall be in such form as Mortgagee Lender shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage Security Instrument shall be construed to obligate MortgageeLender, expressly or by implication, to perform any of the covenants of Mortgagor Borrower as landlord lessor under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlordlessor.

Future Leases. Except as otherwise set forth provided for in that certain Assignment of Rents and Leases of even date herewith by Grantor in favor of Beneficiary (the Loan Agreement“Assignment of Rents and Leases”), Mortgagor Grantor will not hereafter make any Lease lease to any tenant, or materially amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by MortgageeBeneficiary), including without limitation the Operating Lease (other than minor non-material amendments or modifications which do not materially and adversely impact Beneficiary’s rights in the Security), affecting the Security unless Mortgagee Beneficiary shall first consent in writing to the terms of the Lease lease and the form of the Leaselease, which consent shall not be unreasonably withheld. Except as otherwise set forth For purposes of this Section, reductions in rent, shortening of the Loan Agreementterm of a lease, all Leases and subleases increases in Mortgagor’s obligations under a lease and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after release of a significant tenant obligation under a lease shall be deemed “material.” Other than the leases in effect on the date hereof must be submitted (“Existing Leases”) as disclosed to Mortgagee for prior written approval. Notwithstanding the foregoingand approved by Beneficiary, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases all leases must be subordinate to the lien of this Mortgage Deed of Trust unless Mortgagee Beneficiary otherwise specifies. Unless otherwise approved by MortgageeOther than the Existing Leases, each Lease lease must contain a provision that, upon notice to tenant by MortgageeBeneficiary, the Lease lease shall become superior, in whole or in part, to the lien of the Mortgagethis Deed of Trust. Without limiting the foregoing, Mortgagee Beneficiary hereby reserves the right to subordinate this Mortgage Deed of Trust to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Register’s Office, in which this Mortgage Deed of Trust is recorded, a declaration to that effect, executed by MortgageeBeneficiary, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s successors and assigns. Mortgagor Grantor will furnish to Beneficiary a true and complete copy of each lease, or any amendment, modification, extension, or renewal of a Lease, approved or deemed approved pursuant to the terms of the Assignment of Rents and Leases, hereafter made by Grantor with respect to space in the Security, within ten (10) Business Days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Grantor shall also furnish to Beneficiary an original subordination and attornment agreement executed by each tenant under a lease and an original estoppel, addressed to Beneficiary, from each tenant under a lease in form and substance reasonably satisfactory to Beneficiary. Grantor will from time to time upon reasonable demand of MortgageeBeneficiary, confirm in writing the assignment to Mortgagee Beneficiary of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee Beneficiary shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.

Future Leases. Except as otherwise set forth in the Loan Agreement, Mortgagor will not hereafter make any Lease lease to any tenant, or materially amend, modify, terminate, renew or extend any Lease lease (other than a renewal, extension or expansion renewal to which a tenant is entitled under the terms of an existing Lease lease or contained in a Lease lease that is subsequently approved by Mortgagee), affecting more than 2,500 rentable square feet within the Security Improvements (a “Material Lease”), including without limitation the Operating Lease (other than minor non-material amendments or modifications which do not materially and adversely impact Mortgagee’s rights in the Security), unless Mortgagee shall first consent in writing to the terms form and substance of said Material Lease or amendment, modification, renewal or extension thereof, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Section, reductions in rent, shortening of the Lease and the form term of the Lease. Except as otherwise set forth a lease, increases in the Loan Agreement, all Leases and subleases Mortgagor’s obligations under a lease and any amendments, modifications, replacements, extensions, renewals or terminations thereof executed after release of a significant tenant obligation under a lease shall be deemed “material.” Other than the leases in effect on the date hereof must be submitted (“Existing Leases”) as disclosed to Mortgagee for prior written approval. Notwithstanding the foregoingand approved by Mortgagee, (i) Mortgagee’s consent to the above matters shall be required only to the extent provided for in the Loan Agreement, and (ii) whenever such consent is required, the standards and procedures for the giving (or deemed giving) or withholding of such consent shall be as set forth in the Loan Agreement. Mortgagor shall promptly deliver to Mortgagee a fully-executed copy (certified by Mortgagor to be true, complete and correct) of each approved Lease, together with a Lease estoppel certificate and subordination, non-disturbance and attornment agreement (an “SNDA”), each in form reasonably acceptable to Mortgagee. All Leases all leases must be subordinate to the lien of this Mortgage unless Mortgagee otherwise specifies. Unless otherwise approved by MortgageeOther than the Existing Leases, each Lease lease must contain a provision that, upon notice to tenant by Mortgagee, the Lease lease shall become superior, in whole or in part, to the lien of the this Mortgage. Without limiting the foregoing, Mortgagee hereby reserves the right to subordinate this Mortgage to any Lease lease subsequently made by recording with the [INSERT RECORDING OFFICE] Suffolk County Registry of Deeds, Commonwealth of Massachusetts, in which this Mortgage is recorded, a declaration to that effect, executed by Mortgagee, which declaration once so recorded shall be binding upon the tenant under such Lease lease and such tenant’s successors and assigns. Mortgagor will furnish to Mortgagee a true and complete copy of each Material Lease, or any amendment, modification, extension, or renewal of a Material Lease hereafter made by Mortgagor with respect to space in the Security, within ten (10) Business Days after delivery of each such lease, amendment, modification, extension, or renewal by the parties thereto. Mortgagor shall also furnish to Mortgagee an original mortgagee subordination and attornment agreement executed by each tenant under a Material Lease and an original estoppel, addressed to Mortgagee, from each tenant under a Material Lease in form and substance reasonably satisfactory to Mortgagee. Mortgagor will from time to time upon reasonable demand of Mortgagee, confirm in writing the assignment to Mortgagee of any or all Leases leases of the Land and space in the Improvements, and such written confirmation shall be in such form as Mortgagee shall reasonably require and as shall be necessary to make the same recordable. Nothing in this Mortgage shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases hereinabove assigned or to pay any sum of money or damages therein provided to be paid by the landlord.