Common use of Further Assurances; Subordination Clause in Contracts

Further Assurances; Subordination. (i) If any Leasehold Mortgagee requires any modification of this Lease or of any subordination, non-disturbance and attornment agreement or other document to be provided under this Lease, or if any such modification is necessary or appropriate to comply with rating agency requirements, then Landlord shall, at Tenant’s or any Leasehold Mortgagee’s request, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification as such Leasehold Mortgagee or rating agency shall require, provided that any such modification does not modify the Rent or the Term, and does not otherwise materially adversely affect Landlord’s rights, materially increase Landlord’s obligations, or materially decrease Tenant’s obligations under this Lease. If any prospective Leasehold Mortgagee requires any such modification, then Landlord shall execute and deliver such modification, in accordance with and to the extent required by this paragraph, and place such modification in escrow with Landlord’s counsel. Landlord’s counsel shall release such modification upon the closing of such prospective Leasehold Mortgagee’s loan to Tenant. (ii) Upon the request of any Leasehold Mortgagee, Landlord will agree to subordinate its fee interest in the Property to such Leasehold Mortgagee’s secured interest in the Property pursuant to the Leasehold Mortgage (and any renewal, consolidation, extension, modification or replacement thereof), except to the extent that any such instrument expressly provides that this Lease is subordinate thereto. To the extent any Leasehold Mortgagee does not make such a request, Landlord shall have the right to subordinate or cause to be subordinated its interest in the Property to such Leasehold Mortgage. (iii) In the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, following the date on which Stabilization of the Property occurs, the amount of any indebtedness secured by such Leasehold Mortgage shall, as of such date, be amortized on a straight-line basis, such that all such indebtedness will be repaid and such Leasehold Mortgage released and discharged on or prior to the Expiration Date. Tenant shall promptly execute and deliver any instruments or other documents which may be reasonably required by Landlord or the Leasehold Mortgagee to effect the foregoing. In the event this Lease terminates prior to the Expiration Date, then on or prior to the date of such earlier termination, Tenant shall repay to the Leasehold Mortgagee all outstanding indebtedness secured by the Leasehold Mortgage so as to cause the release and discharge of the Leasehold Mortgage as of such date.

Further Assurances; Subordination. (i) If any Leasehold Mortgagee requires any modification of this Lease or of any subordination, non-disturbance and attornment agreement or other document to be provided under this Lease, or if any such modification is necessary or appropriate to comply with rating agency requirements, then Landlord shall, at Tenant’s or any Leasehold Mortgagee’s request, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification as such Leasehold Mortgagee or rating agency shall require, provided that any such modification does not modify the Rent or the Term, and does not otherwise materially adversely affect Landlord’s rights, materially increase Landlord’s obligations, or materially decrease Tenant’s obligations under this Lease. If any prospective Leasehold Mortgagee requires any such modification, then Landlord shall execute and deliver such modification, in accordance with and to the extent required by this paragraph, and place such modification in escrow with Landlord’s counsel. Landlord’s counsel shall release such modification upon the closing of such prospective Leasehold Mortgagee’s loan to Tenant. (ii) Upon the request of any Leasehold Mortgagee, Landlord will agree to subordinate its fee interest in the Property to such Leasehold Mortgagee’s secured interest in the Property pursuant to the Leasehold Mortgage (and any renewal, consolidation, extension, modification or replacement thereof), except to the extent that any such instrument expressly provides that this Lease is subordinate thereto. To the extent any Leasehold Mortgagee does not make such a request, Landlord shall have the right to subordinate or cause to be subordinated its interest in the Property to such Leasehold Mortgage.. [In the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, as of the date of such subordination and for such time until the Leasehold Mortgage has been released and discharged, Landlord agrees that it shall not incur or permit to be incurred any new indebtedness which is, in any manner, secured by the Property (excepting any indebtedness previously incurred and then-existing as of the date of such subordination).]10 (iii) In the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, following the date on which Stabilization of the Property occurs, the amount of any indebtedness secured by such Leasehold Mortgage shall, as of such date, be amortized on a straight-line basis, such that all such indebtedness will be repaid and such Leasehold Mortgage released and discharged on or prior to the Expiration Date. Tenant shall promptly execute and deliver any instruments or other documents which may be reasonably required by Landlord or the Leasehold Mortgagee to effect the foregoing. In the event this Lease terminates prior to the Expiration Date, then on or prior to the date of such earlier termination, Tenant shall repay to the 10 NTD: Parties to include if requested by Leasehold Mortgagee. Leasehold Mortgagee all outstanding indebtedness secured by the Leasehold Mortgage so as to cause the release and discharge of the Leasehold Mortgage as of such date.

Further Assurances; Subordination. (i) If any Leasehold Mortgagee requires any modification of this Lease or of any subordination, non-disturbance and attornment agreement or other document to be provided under this Lease, or if any such modification is necessary or appropriate to comply with rating agency requirements, then Landlord shall, at Tenant’s or any Leasehold Mortgagee’s request, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification as such Leasehold Mortgagee or rating agency shall require, provided that any such modification does not modify the Rent or the Term, and does not otherwise materially adversely affect Landlord’s rights, materially increase Landlord’s obligations, or materially decrease Tenant’s obligations under this Lease. If any prospective Leasehold Mortgagee requires any such modification, then Landlord shall execute and deliver such modification, in accordance with and to the extent required by this paragraph, and place such modification in escrow with Landlord’s counsel. Landlord’s counsel shall release such modification upon the closing of such prospective Leasehold Mortgagee’s loan to Tenant. (ii) Upon the request of any Leasehold Mortgagee, Landlord will agree to subordinate its fee interest in the Property to such Leasehold Mortgagee’s secured interest in the Property pursuant to the Leasehold Mortgage (and any renewal, consolidation, extension, modification or replacement thereof), except to the extent that any such instrument expressly provides that this Lease is subordinate thereto. To the extent any Leasehold Mortgagee does not make such a request, Landlord shall have the right to subordinate or cause to be subordinated its interest in the Property to such Leasehold Mortgage. In the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, as of the date of such subordination and for such time until the Leasehold Mortgage has been released and discharged, Landlord agrees that it shall not incur or permit to be incurred any new indebtedness which is, in any manner, secured by the Property (excepting any indebtedness previously incurred and then-existing as of the date of such subordination). (iii) In the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, following the date on which Stabilization of the Property occurs, the amount of any indebtedness secured by such Leasehold Mortgage shall, as of such date, be amortized on a straight-line basis, such that all such indebtedness will be repaid and such Leasehold Mortgage released and discharged on or prior to the Expiration Date. Tenant shall promptly execute and deliver any instruments or other documents which may be reasonably required by Landlord or the Leasehold Mortgagee to effect the foregoing. In the event this Lease terminates prior to the Expiration Date, then on or prior to the date of such earlier termination, Tenant shall repay to the Leasehold Mortgagee all outstanding indebtedness secured by the Leasehold Mortgage so as to cause the release and discharge of the Leasehold Mortgage as of such date.