Common use of Change of Use Clause in Contracts

Change of Use. Terminate, alter or change the use of any Project or enter into any sublease or management agreement for any Project, unless the Borrower first notifies the Agent Lender and provides the Agent Lender with a copy of the proposed sublease or management agreement, obtains the Agent Lender’s written consent thereto and obtains and provides the Agent Lender with a subordination agreement in form satisfactory to the Agent Lender from such sublessee or manager subordinating to all rights of the Lenders. Notwithstanding the foregoing, it is understood that Borrower may utilize assignments or subleases to Borrower Subsidiaries in certain jurisdictions where required or desired in connection with applicable local laws and licensure issues (herein, a “Subsidiary Sublease”). Agent Lender must receive prior notice of any proposed Subsidiary Sublease and must receive draft documentation therefor for Agent Lender’s approval. Lender’s approval of Subsidiary Subleases shall not be unreasonably withheld so long as (i) such Subsidiary Sublease does not constitute a default under the Project Lease or Borrower has obtained its landlord’s written consent for the same; (ii) Borrower will remain fully obligated under the Project lease, notwithstanding the Subsidiary Sublease; (iii) the Subsidiary Sublease in no way affects the liabilities and responsibilities of Borrower under this Agreement and the Loan Documents; (iv) the Subsidiary Sublease and any and all Collateral related thereto shall remain at all times subject to the Lien of Lenders pursuant to this Agreement and the Loan Documents in all respects and the same must be expressly set forth in the Subsidiary Sublease; (v) Borrower shall assign and pledge to Agent Lender as additional Collateral for the Loan Obligations all ownership interests in such Borrower Subsidiary, and (vi) Borrower and any Borrower Subsidiary which is party to such Subsidiary Sublease shall provide any other documentation or agreements relating to the Subsidiary Sublease reasonably required by Agent Lender consistent with these requirements.