Common use of Lessor Cooperation Clause in Contracts

Lessor Cooperation. Lessor, at the sole cost and expense of Lessee, shall execute such instruments and take such additional action as Lessee may reasonably request (all such action herein being collectively called the "Lessor Action") in connection with the following activities ("Specified Activities"): (1) contesting Taxes and Impositions, (2) subdividing the Leased Property and the Excess Land, (3) developing and improving the Leased Property, and (4) any other action necessary for Lessee to receive the full benefit of the terms and provisions of this Lease, in each case so long as (i) at the time Lessee requests Lessor to take such Specified Activity, no Default or Event of Default under this Lease then exists, and (ii) such Specified Activity satisfies all of the following requirements ("Specified Requirements"): (a) Such Specified Activity does not violate or is otherwise not prohibited by any provision of this Lease, any provision of any loan document, any restrictive covenant, any Permitted Encumbrance or any Legal Requirement. (b) Such Specified Activity shall not give rise to any Lien or other encumbrance against the Leased Property. (c) Such Specified Activity shall not adversely affect the fair market value of the Leased Property. (d) Such Specified Activity shall not result in a sale or forfeiture of all or any portion of the Leased Property. (e) Such Specified Activity will not result in a forfeiture or subordination of any of the Lessor's Mortgagee's Liens. If (x) Lessee requests Lessor to take a Lessor Action with respect to a given Specified Activity, (y) such Specified Activity satisfies all of the Specified Requirements and (z) Lessor fails to take such Lessor Action fifteen (15) days after Lessee delivers to Lessor both (A) a written request of Lessor to take such Lessor Action and (B) evidence reasonably satisfactory to Lessor that such Specified Activity satisfies all of the Specified Requirements, then Lessee, as its sole and exclusive remedy, shall have the right to take such action on behalf of Lessor (at Lessee's, sole cost. and expense) as Lessor's attorney-in-fact. In that connection, Lessor does hereby irrevocably constitute and appoint Lessee, with full power of substitution, as its true and lawful attorney-in-fact and agent.with full power and authority to act in Lessor's name, place and stead under this Section 21 of this Lease after, with respect to any Specified Activity, the expiration of the fifteen (15) day period referred to above. Such power-of-attorney shall be deemed to be coupled with an interest, shall be irrevocable, shall survive the disability, dissolution, liquidation or other termination of Lessor and shall be binding on all successors and assigns of Lessor. Lessee shall, as Additional Rent, pay all reasonable costs and expenses (including attorneys' fees) incurred by Lessor and Lessor's Mortgagee in connection with the performance by Lessor of its obligations under this Section 21.

Lessor Cooperation. LessorDuring the Option Term and throughout the Lease Term, Lessor shall fully cooperate with (i) the performance of Tests, at Lessee's expense, (ii) the sole cost obtaining by ▇▇▇▇▇▇, at Lessee's expense, of all licenses, and expense Permits or authorizations required for ▇▇▇▇▇▇'s use of Lesseethe Premises from all applicable government and/or regulatory entities, shall execute such instruments including any approvals required to obtain a tax abatement for the Premises, as may be applicable, and take such additional action as arty subdivision of the Property to be sought by Lessee may reasonably request (all such action herein being collectively called the "Lessor Action") in connection with the following activities ("Specified Activities"): (1) contesting Taxes construction, operation and Impositionsmaintenance of the Systems, (2) subdividing the Leased Property and the Excess Landcollectively, "Governmental Approvals"), (3iii) developing the securing by Lessee at Lessee's expense of all other leases, agreements, licenses, and improving Permits or authorizations that relate to either the Leased PropertyProperty or Premises, and (4iv) the securing by Lessee of any other action amendments to this Agreement that are reasonably necessary for Lessee to receive accommodate the full benefit of System, or to facilitate an assignment pursuant to Section 21. ▇▇▇▇▇▇ agrees and acknowledges that any amendment to the terms and provisions of Agreement pursuant to this Lease, in each case so long as (iSection 3(d) at the time Lessee requests Lessor to take such Specified Activity, no Default or Event of Default under this Lease then exists, and (ii) such Specified Activity satisfies all of the following requirements ("Specified Requirements"): (a) Such Specified Activity that does not violate materially increase any obligation or is otherwise not prohibited by materially decrease any provision right of this LeaseLessor hereunder, any provision of any loan document, any restrictive covenant, any Permitted Encumbrance or any Legal Requirement. (b) Such Specified Activity shall not give rise to any Lien or other encumbrance against the Leased Property. (c) Such Specified Activity shall not adversely affect the fair market value of the Leased Property. (d) Such Specified Activity shall not result in a sale or forfeiture of all or any portion adjustment of the Leased Property. (e) Such Specified Activity will not result in a forfeiture or subordination Rent unless otherwise required under this Agreement. Lessor authorizes ▇▇▇▇▇▇ and its Affiliates to act as ▇▇▇▇▇▇'s agent for submission of any of the Lessor's Mortgagee's Liens. If (x) Lessee requests Lessor applications and related plans, documents and recordings, and to take a Lessor Action appear before boards and other officials, with respect to a given Specified Activityobtaining approvals for the Systems to be constructed on the Premises, and shall execute an authorization letter to that effect (y) such Specified Activity satisfies all of ''Authorization Letter"), in substantially the Specified Requirements and (z) Lessor fails form in the attached Exhibit F. Lessee will make commercially reasonable efforts to take such Lessor Action fifteen (15) days after Lessee delivers provide notice to Lessor both (A) a written request of when acting as ▇▇▇▇▇▇'s agent regarding matters that affect the Land. Lessor to take such Lessor Action and (B) evidence reasonably satisfactory to Lessor that such Specified Activity satisfies all of the Specified Requirements, then Lessee, as its sole and exclusive remedy, shall will have the right to take such action on behalf of attend any matters affecting the Prope1iy where ▇▇▇▇▇▇ is acting as ▇▇▇▇▇▇'s agent. Lessor (agrees to use reasonable effo1is in assisting Lessee to acquire necessary utility service at Lessee's, sole cost. and expense) as Lessor's attorney-in-factthe Premises. In the event that connection, Lessor does hereby irrevocably constitute and appoint Lessee, with full power of substitution, as its true and lawful attorney-in-fact and agent.with full power and authority to act in Lessor's name, place and stead under this Section 21 of this Lease after, with respect to any Specified Activity, the expiration of the fifteen (15) day period referred to above. Such power-of-attorney shall be deemed to be coupled with a utility company requires an interest, shall be irrevocable, shall survive the disability, dissolution, liquidation or other termination of Lessor and shall be binding on all successors and assigns of Lessor. Lessee shall, as Additional Rent, pay all reasonable costs and expenses (including attorneys' fees) incurred by Lessor and Lessor's Mortgagee easement in connection with ▇▇▇▇▇▇'s use of the performance by Premises during the Option Term or Lease Term, Lessor of its obligations under this Section 21shall grant such necessary easement to the utility company, provided that such easement is in a commercially reasonable and recordable form.