Non-Disturbance. [[Mortgagee:Organization]] agrees that if any action or proceeding is commenced by [[Mortgagee:Organization]] for the foreclosure of the Mortgage or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law; provided, however, that such joinder shall not result in the termination of the Lease or disturb Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by [[Mortgagee:Organization]] of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease; provided, further, however, that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights # the term of the Lease shall have commenced pursuant to the provisions thereof, # Tenant shall have accepted possession of the portions of the premises demised under the Lease which have theretofore been delivered to Tenant, # the Lease shall be in full force and effect and # Tenant shall not be in default under any of the material terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed beyond the expiration of any applicable notice or grace periods.

Non-Disturbance. As of the date of this Lease, there is no Mortgage currently encumbering the Building or the Land. Provided that no Event of Default has occurred and is then continuing, Landlord shall, as a condition to Tenant’s subordination of this Lease to any future Mortgage, obtain a subordination, non-disturbance and attornment agreement (“SNDA”) from the holder of such Mortgage encumbering the Commercial/Garage Unit in the future during the Lease Term or any part thereof, which SNDA shall provide substantially the same protections to Tenant as are set forth in the form attached hereto as [Exhibit L] as modified in commercially reasonable manner to be applicable to the current status of Landlord’s and Tenant’s respective obligations under this Lease at the time that such SNDA is entered into.

Subordination, Non-Disturbance and Attornment Agreement. The Agent shall have received a subordination, non-disturbance and attornment agreement from each Tenant required by the Agent in form and substance reasonably satisfactory to the Agent, duly executed by the Borrowers and such Tenant.

non-disturbance

NON-SOLICITATION OF EMPLOYEES; NON-INTERFERENCE WITH BUSINESS RELATIONSHIPS; CONFIDENTIALITY OF EMPLOYEE NAMES; NON DISTURBANCE

Landlord shall, within fifteen (15) Business Days after Tenant’s request, accompanied by an executed counterpart of an Eligible Sublease (as hereinafter defined), deliver to Tenant and the subtenant under an Eligible Sublease (an “Eligible Subtenant”) a non-disturbance agreement on Landlord’s standard form (a “Landlord’s Non-Disturbance Agreement”) (which standard and customary form is annexed hereto as Exhibit K). Following the Eligible Subtenant’s and Tenant’s execution and delivery of the Landlord’s Non-Disturbance Agreement, Landlord shall, within ten (10) Business Days, execute and deliver a counterpart thereof to the Eligible Subtenant. For purposes hereof, the term “Eligible Sublease” shall mean a direct sublease:

Notwithstanding anything to the contrary set forth in this [Section 7.13], any Landlord’s Non-Disturbance Agreement delivered by Landlord pursuant to this [Section 7.13] shall # be personal to the subtenant initially named in such Landlord’s Non-Disturbance Agreement and # expressly contain the condition such that, in the event of any termination of this Lease other than by reason of Tenant’s default (e.g., by reason of a casualty pursuant to Article 20 of this Lease), then such Landlord’s Non-Disturbance Agreement shall, automatically and without further act of the parties, terminate and be of no further force or effect from and after the applicable termination date.”

During the Term, upon Tenant’s written request to Landlord, Landlord shall request a subordination and non-disturbance agreement from any existing or future Lender that holds a deed of trust lien encumbering the portion of the Project on which the Premises is situated (for purposes of clarity, this obligation does not apply with respect to any deed of trust lien that encumbers the Project as of the Execution Date); provided, however, that # Landlord shall have no obligation to obtain such subordination and non-disturbance agreement (and Tenant shall have no right or remedy in the event that such Lender refuses to provide, or fails to respond or delays in responding to any request for, such subordination and non-disturbance agreement), # Landlord makes no assurance regarding such agreement or the terms thereof (including whether or not same is commercially reasonable) and # Tenant shall # pay all fees and expenses of any kind (including, without limitation, attorneys’ fees) imposed or required by such Lender in connection with such subordination and non-disturbance agreement, and # reimburse Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of such subordination and non-disturbance agreement.

the ground lessor and the Permitted Encumbrances or # is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

All Leases entered into after the date of this Deed of Trust shall contain # provisions pursuant to which tenant agrees that such Lease is subordinate to the lien of this Deed of Trust and that the tenant will attorn to the purchaser of the Property following a foreclosure of the same; provided, such attornment is subject to customary non-disturbance provisions, and # a provision authorizing the tenant thereunder to pay the Rents to Beneficiary upon notice of an Event of Default.