Common use of ASSIGNABILITY AND RECORDING OF LEASE AGREEMENTS Clause in Contracts

ASSIGNABILITY AND RECORDING OF LEASE AGREEMENTS. From and after the Closing Date, in the event that any Borrower or any of its Subsidiaries enters into any lease that is a Material Leasehold, such Borrower shall, or shall cause such Subsidiary to, (i) obtain lease terms permitting (or not expressly prohibiting) the encumbrancing of such Material Leasehold pursuant to an Additional Mortgage and the assignment of such Material Leasehold interest to the successful bidder at a foreclosure or similar sale (and to a subsequent third party assignee by Agent or any Lender to the extent Agent or such Lender is the successful bidder at such sale) in the event of a foreclosure or similar action pursuant to such Additional Mortgage and (ii) cause a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to Agent, to be recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to enable an Additional Mortgage encumbering such Material Leasehold to effectively create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on such Material Leasehold in favor of Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders.

ASSIGNABILITY AND RECORDING OF LEASE AGREEMENTS. From and after the Closing Date, in the event that any Borrower Company or any of its Domestic Subsidiaries enters into any lease that is a Material Leasehold, such Borrower Company shall, or shall cause such Subsidiary to, (i) obtain lease terms permitting (or not expressly prohibiting) the encumbrancing of such Material Leasehold pursuant to an Additional Mortgage and the assignment of such Material Leasehold interest to the successful bidder at a foreclosure or similar sale (and to a subsequent third party assignee by Collateral Agent or any Lender to the extent Collateral Agent or such Lender is the successful bidder at such sale) in the event of a foreclosure or similar action pursuant to such Additional Mortgage and (ii) cause such lease, or a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to Collateral Agent, to be recorded in all places to the extent necessary or desirable, in the reasonable judgment of Collateral Agent, so as to enable an Additional Mortgage encumbering such Material Leasehold to effectively create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on such Material Leasehold in favor of Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders.