Common use of Lessee’s Consent to Assignment for Indebtedness Clause in Contracts

Lessee’s Consent to Assignment for Indebtedness. Lessee acknowledges that in order to secure Lessor’s obligations to a Lender, Lessor may agree, among other things, to the assignment (to the extent provided therein) to the Lender of Lessor’s right, title and interest to this Lease. While the Mortgage or any replacements thereof are in effect, Lessee hereby: (a) consents to such assignment in this Lease; (b) covenants to make in full, in funds that are immediately available, to Lender or its designee in accordance with the terms of this Lease: (i) each payment of Base Rent and Supplemental Rent payable to Lessor (except under Article 19 hereof); and (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this Lease; (c) agrees: (i) that it shall not, except as provided under Applicable Law, seek to recover from the Lender any moneys paid to the Lender by virtue of the foregoing provisions; provided, however, that the foregoing provisions shall not limit Lessee’s right to recover (A) any duplicate payment made to the Lender whether due to computational or administrative error or otherwise, if the Lender has received such payment, (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender that is required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (ii) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s scheduled due date except as provided in this Lease; (iii) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrendering, canceling, or terminating this Lease without the prior written consent of the Lender, and any such attempted subordination or termination without such consent shall be void; (iv) that Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the Lender, and any such attempted amendment or modification without such consent shall be void; (v) that if this Lease shall be amended, it shall continue to constitute collateral under the Mortgage without the necessity of any further act by Lessor, Lessee or the Lender; and; (vi) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender or receiver or Lessor or of any such assignee or by any court in any such proceedings. Nothing herein shall be construed as Lessee’s agreement to be bound and perform the obligations of Lessor under any Mortgage or other debt documents. If Lessee receives conflicting direction from Lessor and the Lender, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the Lender, Lessee shall be permitted to seek written confirmation from Lessor and the Lender, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court and provide Lessor and the Lender with reasonably prompt notice of such payment.

Lessee’s Consent to Assignment for Indebtedness. Lessee acknowledges that in order to secure Lessor’s obligations to a Lenderunder the Secured Notes and the other Debt Documents, Lessor may agreehas in the Assignment of Lease and in the Mortgage, among other things, to the assignment assigned (to the extent provided therein) to the Lender Indenture Trustee of Lessor’s right, title and interest to this Lease. While the Assignment of Lease and the Mortgage or any replacements thereof are in effect, Lessee hereby: (a) consents to such assignment in this LeaseLease and pursuant to the Consent Agreement; (b) covenants to make in full, in funds that are immediately available, to Lender Indenture Trustee, in Indenture Trustee’s name, for the benefit of the Holders, when due (without offset, deduction, defense, deferment, abatement or its designee diminution, except as provided in this Lease), by wire or intrabank transfer or through Automated Clearing House in accordance with the terms of this Lease: (i) each payment of Base Rent and Supplemental Rent and, to the extent not directly payable by Lessee to third parties or Governmental Authorities, or payable to Lessor (except under Article 19 hereof); andArticles 18 or 19, all Supplemental Rent. (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this Lease; (c) agrees: (i) to deliver to the Indenture Trustee copies of all notices and other communications which Lessee is required to deliver to the Lessor pursuant to this Lease; (ii) that (except as set forth in Section 12.1 and in Section 21.1 with respect to Lessor’s right to reject an offer of early termination and in each case override the consent of the Indenture Trustee) all consents, approvals, waivers and the like to be delivered by the Lessor pursuant to this Lease shall be given by Lessor and by the Servicer or Indenture Trustee, acting at the direction of the Holders and no such consent, approval, waiver and the like delivered by Lessor shall be of any force or effect unless also delivered by the Servicer, acting on behalf of Indenture Trustee, or Indenture Trustee; (iii) that it shall not, except as provided in Article 19 of this Lease or under Applicable Law, seek to recover from the Lender Indenture Trustee any moneys paid to the Lender Indenture Trustee by virtue of the Assignment of Lease and the foregoing provisions; provided, however, that neither the Assignment of Lease nor the foregoing provisions shall not limit Lessee’s right to recover (A) any duplicate payment made to the Lender Indenture Trustee, whether due to computational or administrative error or otherwise, if the Lender Indenture Trustee has received such payment, (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender Indenture Trustee that is are required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (iiiv) that no payment of Rents (other than Excepted Payments) or delivery of such notices or other communications by Lessee shall be of any force or effect unless paid to Indenture Trustee or delivered to the Indenture Trustee as provided above; (v) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s scheduled due date except as provided in this Lease; (iiivi) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrendering, canceling, or terminating this Lease without the prior written consent of the LenderIndenture Trustee, who shall act on behalf of the Holders, and any such attempted subordination or termination without such consent shall be void; (ivvii) that Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the LenderIndenture Trustee, who shall act on behalf of the Holders (and the Surety with respect to Article 8 and Article 21), and any such attempted amendment or modification without such consent shall be void; (vviii) that if this Lease shall be amended, it shall continue to constitute collateral under the Mortgage and the Assignment of Lease without the necessity of any further act by Lessor, Lessee or the LenderIndenture Trustee; and; (viix) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or of Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender Indenture Trustee or receiver or of Lessor or of any such assignee or by any court in any such proceedings. Nothing Each Holder is an express third party beneficiary of the agreements contained in this Section 24.2. However, nothing herein shall be construed as Lessee’s agreement to be bound and perform the obligations of Lessor under any Mortgage or other debt documentsthe Debt Documents. If Subject to the provisions of Section 24(c)(ii), if Lessee receives conflicting direction from Lessor and the LenderIndenture Trustee, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the LenderIndenture Trustee, Lessee shall be permitted to seek written confirmation from Lessor and the LenderIndenture Trustee, or to comply with the written direction of the Holders, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court at Lessor’s cost and provide Lessor and the Lender Indenture Trustee with reasonably prompt notice of such payment.

Lessee’s Consent to Assignment for Indebtedness. Lessee acknowledges that in order to secure Lessor’s 's obligations to a Lenderunder the Secured Notes and the other Debt Documents, Lessor may agreehas in the Assignment of Lease and in the Mortgage, among other things, to the assignment assigned (to the extent provided therein) to the Lender Indenture Trustee of Lessor’s 's right, title and interest to this Lease. While the Assignment of Lease and the Mortgage or any replacements thereof are in effect, Lessee hereby: (a) consents to such assignment in this LeaseLease and pursuant to the Consent Agreement; (b) covenants to make in full, in funds that are immediately available, to Lender Indenture Trustee, in Indenture Trustee's name, for the benefit of the Holders, when due (without offset, deduction, defense, deferment, abatement or its designee diminution, except as provided in this Lease), by wire or intrabank transfer or through Automated Clearing House in accordance with the terms of this Lease: (i) each payment of Base Rent and Supplemental Rent and, to the extent not directly payable by Lessee to third parties or Governmental Authorities, or payable to Lessor (except under Article 19 hereof); andArticles 18 or 19, all Supplemental Rent. (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this Lease; (c) agrees: (i) to deliver to the Indenture Trustee copies of all notices and other communications which Lessee is required to deliver to the Lessor pursuant to this Lease; (ii) that (except as set forth in Section 12.1 and in Section 21.1 with respect to Lessor's right to reject an offer of early termination and in each case override the consent of the Indenture Trustee) all consents, approvals, waivers and the like to be delivered by the Lessor pursuant to this Lease shall be given by Lessor and by the Servicer or Indenture Trustee, acting at the direction of the Holders and no such consent, approval, waiver and the like delivered by Lessor shall be of any force or effect unless also delivered by the Servicer, acting on behalf of Indenture Trustee, or Indenture Trustee; (iii) that it shall not, except as provided in Article 19 of this Lease or under Applicable Law, seek to recover from the Lender Indenture Trustee any moneys paid to the Lender Indenture Trustee by virtue of the Assignment of Lease and the foregoing provisions; provided, however, that neither the Assignment of Lease nor the foregoing provisions shall not limit Lessee’s 's right to recover (A) any duplicate payment made to the Lender Indenture Trustee, whether due to computational or administrative error or otherwise, if the Lender Indenture Trustee has received such payment, (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender Indenture Trustee that is are required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (iiiv) that no payment of Rents (other than Excepted Payments) or delivery of such notices or other communications by Lessee shall be of any force or effect unless paid to Indenture Trustee or delivered to the Indenture Trustee as provided above; (v) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s 's scheduled due date except as provided in this Lease; (iiivi) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrendering, canceling, or terminating this Lease without the prior written consent of the LenderIndenture Trustee, who shall act on behalf of the Holders, and any such attempted subordination or termination without such consent shall be void; (ivvii) that Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the LenderIndenture Trustee, who shall act on behalf of the Holders (and the Surety with respect to Article 8 and Article 21), and any such attempted amendment or modification without such consent shall be void; (vviii) that if this Lease shall be amended, it shall continue to constitute collateral under the Mortgage and the Assignment of Lease without the necessity of any further act by Lessor, Lessee or the LenderIndenture Trustee; and; (viix) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or of Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender Indenture Trustee or receiver or of Lessor or of any such assignee or by any court in any such proceedings. Nothing Each Holder is an express third party beneficiary of the agreements contained in this Section 24.2. However, nothing herein shall be construed as Lessee’s 's agreement to be bound and perform the obligations of Lessor under any Mortgage or other debt documentsthe Debt Documents. If Subject to the provisions of Section 24(c)(ii), if Lessee receives conflicting direction from Lessor and the LenderIndenture Trustee, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the LenderIndenture Trustee, Lessee shall be permitted to seek written confirmation from Lessor and the LenderIndenture Trustee, or to comply with the written direction of the Holders, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court at Lessor's cost and provide Lessor and the Lender Indenture Trustee with reasonably prompt notice of such payment.

Lessee’s Consent to Assignment for Indebtedness. Lessee acknowledges that in order to secure Lessor’s 's obligations to a Lender, Lessor may agree, among other things, to the assignment (to the extent provided therein) to the Lender of Lessor’s 's right, title and interest to this Lease. While the Mortgage or any replacements thereof are in effect, Lessee hereby: (a) consents to such assignment in this Lease; (b) covenants to make in full, in funds that are immediately available, to Lender or its designee in accordance with the terms of this Lease: (i) each payment of Base Rent and Supplemental Rent payable to Lessor (except under Article 19 hereof); and (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this Lease; (c) agrees: (i) [Intentionally Omitted] (ii) that (except as set forth in Section 12 with respect to Lessor's right to reject an offer and override the consent of the Lender) all consents, approvals, waivers and the like to be delivered by the Lessor pursuant to this Lease shall be given by Lessor and by the Lender, and no such consent, approval, waiver and the like delivered by Lessor shall be of any force or effect unless also delivered by the Lender; (iii) to deliver to the Lender duplicate originals of all notices and other communications delivered to Lessor pursuant to this Lease, in accordance with this Lease, of (A) the occurrence of any Lease Event of Default, (B) the making of any election, and (C) the exercise of any right to terminate all or any portion of this Lease; (iv) that it shall not, except as provided under Applicable Law, seek to recover from the Lender any moneys paid to the Lender by virtue of the foregoing provisions; providedPROVIDED, howeverHOWEVER, that the foregoing provisions shall not limit Lessee’s 's right to recover (A) any duplicate payment made to the Lender whether due to computational or administrative error or otherwise, if the Lender has received such payment, (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender that is required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (iiv) that no payment of Rents (other than Excepted Payments) or delivery of such notices or other communications by Lessee shall be of any force or effect unless paid to Lender or delivered to the Lender as provided above; (vi) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s 's scheduled due date except as provided in this Lease; (iiivii) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrendering, canceling, or terminating this Lease without the prior written consent of the Lender, and any such attempted subordination or termination without such consent shall be void; (ivviii) that Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the Lender, and any such attempted amendment or modification without such consent shall be void; (vix) that if this Lease shall be amended, it shall continue to constitute collateral under the Mortgage without the necessity of any further act by Lessor, Lessee or the Lender; and; (vix) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or of Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender or receiver or of Lessor or of any such assignee or by any court in any such proceedings. Nothing herein shall be construed as Lessee’s 's agreement to be bound and perform the obligations of Lessor under any Mortgage or other debt documents. If Lessee receives conflicting direction from Lessor and the Lender, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the Lender, Lessee shall be permitted to seek written confirmation from Lessor and the Lender, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court and provide Lessor and the Lender with reasonably prompt notice of such payment.

Lessee’s Consent to Assignment for Indebtedness. (a) Lessee acknowledges that in order to secure Lessor’s 's obligations to a Lenderunder the Loan Documents, Lessor may agreehas agreed in the Loan Agreement, the Assignments of Lease and in the Mortgages, among other things, to the assignment (to the extent provided therein) to the Lender of Lessor’s 's right, title and interest to this Lease. While the Mortgage Loan Documents or any replacements thereof are in effect, Lessee hereby: (a) hereby consents to such assignment in and covenants and agrees with Lessor and Lender: (i) simultaneously to deliver to the Lender, at its address for notices set forth herein or at such other address as the Lender shall designate, all notices and other communications which Lessee is required to deliver to the Lessor pursuant to this Lease; (bii) covenants that all consents to make in full, in funds that are immediately availablebe delivered by the Lessor pursuant to this Lease shall not be effective unless consent is also given by the Lender, to the extent Lender or its designee in accordance with consent is required by the terms of this Lease: (i) each payment of Base Rent and Supplemental Rent payable to Lessor (except under Article 19 hereof); and (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this LeaseLoan Documents; (c) agrees: (iiii) that it shall not, except as provided in this Lease or under Applicable Law, seek to recover from the Lender any moneys paid to the Lender by virtue of the Assignment of Lease and the foregoing provisions; provided, however, that neither the Assignment of Lease nor the foregoing provisions shall not limit Lessee’s 's right to recover (A) any duplicate payment made to Lender which duplicates another payment made to the Lender Lender, whether due to computational or administrative error or otherwise, if the Lender has received such payment, or (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender that is required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (iiiv) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s 's scheduled due date except as provided in this Lease; (iiiv) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrenderingsubordinating, cancelingamending, supplementing, modifying, surrendering or terminating this Lease without the prior written consent of the Lender, and any such attempted subordination or termination without such consent shall be void; (ivvi) that any such action described in (v) above by Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the Lender shall, at the Lender's election, and any such attempted amendment or modification without such consent shall not be voidbinding on the Lender; (vvii) that if this Lease shall be amendedamended or otherwise modified, it shall continue to constitute collateral under the Mortgage Loan without the necessity of any further act by Lessor, Lessee or the Lender; and; (viviii) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or of Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender trustee or receiver or of Lessor or of any such assignee or by any court in any such proceedings. Nothing ; (ix) that Lessee shall comply with all of the requirements of the Loan Agreement applicable to Lessee; provided that nothing herein shall be construed as Lessee’s 's agreement to be bound by and perform the obligations of Lessor under any Mortgage or other debt documents. If Lessee receives conflicting direction from Lessor and the Lender, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the Lender, Loan Documents; (x) that Lessee shall be permitted to seek not modify or amend its organizational documents without the prior written confirmation from Lessor and the consent of Lender, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court and provide Lessor and the Lender with reasonably prompt notice of such payment.

Lessee’s Consent to Assignment for Indebtedness. Lessee acknowledges that in order to secure Lessor’s obligations to a Lender, Lessor may agree, among other things, to the assignment (to the extent provided therein) to the Lender of Lessor’s right, title and interest to this Lease. While the Mortgage or any replacements thereof are in effecteffect and provided that Lessor has notified Lessee in writing of the existence and name and address of Lender, Lessee hereby: (a) consents to such assignment in this Lease; (b) covenants to to, if so directed by Lessor, make in full, in funds that are immediately available, payment directly to Lender or its designee in accordance with the terms of this LeaseLease of Base Rent and any amounts payable under Article 17; and (c) agrees that: (i) each payment all consents, approvals, waivers and the like to be delivered by Lessor pursuant to this Lease shall be given by Lessor and by Lender, provided that if Lessor has not advised Lessee of Base Rent the existence and Supplemental Rent payable name and address of Lender as required above, then Lessee shall be entitled to rely on any such consent, approval, waiver and the like delivered solely by Lessor (except under Article 19 hereof); andas being valid and in full force and effect; (ii) all purchase prices, termination amounts, and other sums payable to Lessor under this Lease; (c) agrees: (i) that it shall not, except as provided under Applicable Law, seek to recover from the Lender any moneys paid to the Lender by virtue of the foregoing provisions; provided, however, that the foregoing provisions shall not limit Lessee’s right to recover (A) any duplicate payment made to the Lender whether due to computational or administrative error or otherwise, if the Lender has received such payment, (B) all or any portion of a payment in excess of the amount then due under this Lease or otherwise owed by Lessor to Lessee under this Lease, and (C) any amounts that have been paid to or are actually held by the Lender that is required to be refunded to, repaid, or otherwise released to or for the benefit of Lessee under this Lease; (ii) that Lessee shall not pay any Rent more than thirty (30) days prior to such payment’s scheduled due date except as provided in this Lease; (iii) that Lessee shall not enter into any agreement subordinating or (except as expressly permitted by the terms of this Lease as in effect on the date hereof) surrendering, canceling, or terminating this Lease without the prior written consent of the Lender, and any such attempted subordination or termination without such consent shall be void; (iv) that Lessee shall not enter into any amendment or modification of this Lease without the prior written consent of the Lender, and any such attempted amendment or modification without such consent shall be void; (v) that if this Lease shall be amended, it shall continue to constitute collateral under the Mortgage without the necessity of any further act by Lessor, Lessee or the Lender; and; (vi) that except as expressly provided in this Lease, Lessee shall not take any action to terminate, rescind or avoid this Lease, notwithstanding, to the fullest extent permitted by law, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Lessor or any assignee or Lessor and notwithstanding any action with respect to the Lease which may be taken by an assignee, Lender or receiver or Lessor or of any such assignee or by any court in any such proceedings. Nothing herein shall be construed as Lessee’s agreement to be bound and perform the obligations of Lessor under any Mortgage or other debt documents. If Lessee receives conflicting direction from Lessor and the Lender, or is in good faith uncertain as to whether it should comply with a direction from either Lessor or the Lender, Lessee shall be permitted to seek written confirmation from Lessor and the Lender, or if the matter in dispute regards the payment of money by Lessee, pay the same into a court and provide Lessor and the Lender with reasonably prompt notice of such payment.