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201703609 Leases shall be subordinate to this Security Instrument, provided that, upon the request of Grantor and the lessee under any such Lease, Grantee shall enter into a subordination, non - disturbance and attornment agreement (or similar agreement) with such lessee in form and substance reasonably satisfactory to Grantee, pursuant to which such lessee shall agree that if Grantee or any future holder of this Security Instrument shall become the owner of the Property by reason of foreclosure of the Security Instrument or otherwise, or if the Property shall be sold as a result of any foreclosure action or deed in lieu thereof, then such lease shall continue in full force and effect as a direct lease between such lessee and the then owner of the Property. Although it is the intention of the parties that the assignment contained in this Section shall be a present and absolute assignment, it is expressly understood and agreed, anything to the contrary notwithstanding, that Grantee shall not exercise any of the rights or powers conferred upon it by this Section unless an Event of Default (as hereinafter defined) shall have occurred under this Security Instrument. Grantor shall use commercially reasonable efforts to furnish Grantee with estoppel letters from each tenant under each of the Leases in a form reasonably satisfactory to Grantee within ten (10) days after Grantee's written demand, but not more than once per year for so long as the Obligations are not Paid in Full. Following the occurrence of an Event of Default, (a) Grantor shall promptly send written notification of same to each lessee and each guarantor, (b) Grantee shall have all of the rights and powers as are provided herein, (c) each lessee under a Lease and each guarantor thereof shall pay all Rents directly to Grantee without proof of the Event of Default, and (d) Grantee shall have the authority, as Grantor's attorney -in -fact (such authority being coupled with an interest and irrevocable), to sign the name of Grantor and to bind Grantor on all papers and documents relating to the operation, leasing and maintenance of the Property. If Grantor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, provisions and agreements contained in such Lease, subject to all applicable cure or grace periods, if any, then Grantee may, upon prior written notice to Grantor, perform and comply with any such Lease covenants, agreements and provisions. All costs and expenses incurred by Grantee in complying with such covenants, agreements, and provisions shall constitute Secured Indebtedness, whether or not they exceed the amount of the Loans, and shall be payable upon demand with interest at the Default Rate. Grantee shall not be obligated to perform or discharge any obligation, duty or liability under any Lease, and Grantor shall and does hereby agree, except to the extent of Grantee's gross negligence or willful misconduct as determined by a court of competent jurisdiction, to indemnify and hold Grantee and the Lenders harmless of and from any and all liability, loss or damage which they may or might incur under any Lease or under or by reason of the assignment of such Lease and of and from any and all claims and demands whatsoever which may be asserted against them by reason of all alleged obligations or undertakings on Grantee's part to perform or discharge any of the terms, covenants or agreements contained in such Lease. Should Grantee and/or any Lender incur any such liability, loss or damage under any Lease or under or by reason of its assignment, or in the defense of any claims or demands, the amount thereof, including reasonable costs, expenses and reasonable attorneys' fees, shall constitute Secured Indebtedness, whether or not they exceed the amount of the Loans, and shall be payable upon demand with interest at the Default Rate. NAI- 1502659666v3 -8-