ADEQUATE ASSURANCE
THAT THE TRUSTEE WILL PROMPTLY COMPENSATE LESSOR FOR "ACTUAL PECUNIARY LOSS".
THE TERM "ACTUAL PECUNIARY LOSS" SHALL MEAN, IN ADDITION TO ANY OTHER PROVISIONS
CONTAINED HEREIN RELATING TO LESSOR'S DAMAGES UPON DEFAULT, THE OBLIGATIONS OF
LESSEE TO PAY MONEY UNDER THIS LEASE AND ALL ATTORNEYS' FEES AND RELATED COSTS
OF LESSOR INCURRED IN CONNECTION WITH ANY DEFAULT OF LESSEE IN CONNECTION WITH
LESSEE'S BANKRUPTCY PROCEEDINGS).
(E)
ANY PERSON OR ENTITY TO WHICH THIS LEASE IS
ASSIGNED PURSUANT TO THE PROVISIONS OF THE BANKRUPTCY CODE SHALL BE DEEMED,
WITHOUT FURTHER ACT OR DEED, TO HAVE ASSUMED ALL OF THE OBLIGATIONS ARISING
UNDER THIS LEASE AND EACH OF THE CONDITIONS AND PROVISIONS HEREOF ON AND AFTER
THE DATE OF SUCH ASSIGNMENT.
ANY SUCH ASSIGNEE SHALL, UPON THE REQUEST OF
LESSOR, FORTHWITH EXECUTE AND DELIVER TO LESSOR AN INSTRUMENT, IN FORM AND
SUBSTANCE ACCEPTABLE TO LESSOR, CONFIRMING SUCH ASSUMPTION.
21.2
ATTORNMENT.
LESSEE SHALL INSERT IN EACH FUTURE
SUBLEASE PERMITTED UNDER SECTION 21.1 PROVISIONS TO THE EFFECT THAT (A) SUCH
SUBLEASE IS SUBJECT AND SUBORDINATE TO ALL OF THE TERMS AND PROVISIONS OF THIS
LEASE AND TO THE RIGHTS OF LESSOR HEREUNDER, (B) IF THIS LEASE TERMINATES BEFORE
THE EXPIRATION OF SUCH SUBLEASE, THE SUBLESSEE THEREUNDER WILL, AT LESSOR'S
OPTION, ATTORN TO LESSOR AND WAIVE ANY RIGHT THE SUBLESSEE MAY HAVE TO TERMINATE
THE SUBLEASE OR TO SURRENDER POSSESSION THEREUNDER AS A RESULT OF THE
TERMINATION OF THIS LEASE, AND (C) IF THE SUBLESSEE RECEIVES A WRITTEN NOTICE
FROM LESSOR OR LESSOR'S ASSIGNEES, IF ANY, STATING THAT AN UNCURED EVENT OF
DEFAULT EXISTS UNDER THIS LEASE, THE SUBLESSEE SHALL THEREAFTER BE OBLIGATED TO
PAY ALL RENTALS ACCRUING UNDER SAID SUBLEASE DIRECTLY TO THE PARTY GIVING SUCH
NOTICE, OR AS SUCH PARTY MAY DIRECT.
ALL RENTALS RECEIVED FROM THE SUBLESSEE BY
LESSOR OR LESSOR'S ASSIGNEES, IF ANY, AS THE CASE MAY BE, SHALL BE CREDITED
AGAINST THE AMOUNTS OWING BY LESSEE UNDER THIS LEASE.
21.3
MANAGEMENT AGREEMENT.
(A)
LESSEE SHALL NOT ENTER INTO (I) ANY
MANAGEMENT OR AGENCY AGREEMENT RELATING TO THE MANAGEMENT OR OPERATION OF THE
FACILITY OTHER THAN THE MANAGEMENT AGREEMENT, (II) ANY MATERIAL MODIFICATIONS TO
THE MANAGEMENT AGREEMENT, WITHOUT LESSOR'S PRIOR WRITTEN APPROVAL OF THE TERMS
AND CONDITIONS THEREOF, SUCH APPROVAL TO NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED, OR (III) AGREE TO A CHANGE IN THE IDENTITY OF ANY
MANAGER OF THE FACILITY.
(B)
ALL AMOUNTS DUE TO THE MANAGER UNDER THE
MANAGEMENT AGREEMENT SHALL BE PAID PRIOR TO ANY PAYMENTS OF RENT DUE UNDER THIS
LEASE, WHICH PAYMENTS OF RENT SHALL BE SUBJECT AND SUBORDINATE TO PAYMENT OF ALL
FEES, EXPENSES, OR OTHER AMOUNTS PAYABLE PURSUANT TO THE MANAGEMENT AGREEMENT.
THE DISPOSITION OF THE MANAGEMENT AGREEMENT UPON ANY PERMITTED TERMINATION OF
THIS LEASE SHALL BE GOVERNED BY THE OWNER AGREEMENT.
ARTICLE XXII
ESTOPPELS; FINANCIAL STATEMENTS
22.1
LESSEE ESTOPPEL CERTIFICATES.
AT ANY TIME AND
FROM TIME TO TIME UPON NOT LESS THAN TEN (10) DAYS NOTICE BY LESSOR, LESSEE WILL
FURNISH TO LESSOR A STATEMENT CERTIFYING THAT THIS
45