from time to time to execute a suitable instrument
in confirmation of Tenant's agreement to attorn, as aforesaid, and Landlord
agrees to provide Tenant with an instrument of nondisturbance and attornment
from each such Superior Mortgagee and Superior Landlord (other than the lessors
under any ground leases with respect to the Leased Property, or any portion
thereof) in form and substance reasonably satisfactory to Tenant.
Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay
to Tenant any amounts owed under Section 5.1.2(b), and (b) to pay to Tenant any
portions of insurance proceeds or Awards received by Landlord or the Successor
Landlord required to be paid to Tenant pursuant to the terms of this Agreement,
and, as a condition to any mortgage, lien or lease in respect of the Leased
Property, or any portion thereof, and the subordination of this Agreement
thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly
agree, for the benefit of Tenant, to make such payments, which agreement shall
be embodied in an instrument in form reasonably satisfactory to Tenant.
20.3
NOTICE TO MORTGAGEE AND SUPERIOR LANDLORD.
SUBSEQUENT TO THE RECEIPT BY
TENANT OF NOTICE FROM LANDLORD AS TO THE IDENTITY OF ANY PROPERTY MORTGAGEE OR
SUPERIOR LANDLORD UNDER A LEASE WITH LANDLORD, AS GROUND LESSEE, WHICH INCLUDES
THE LEASED PROPERTY, OR ANY PORTION THEREOF, AS PART OF THE DEMISED PREMISES AND
WHICH COMPLIES WITH SECTION 20.1 (WHICH NOTICE SHALL BE ACCOMPANIED BY A COPY OF
THE APPLICABLE MORTGAGE OR LEASE), NO NOTICE FROM TENANT TO LANDLORD AS TO A
DEFAULT BY LANDLORD UNDER THIS AGREEMENT SHALL BE EFFECTIVE WITH RESPECT TO A
PROPERTY MORTGAGEE OR SUPERIOR LANDLORD UNLESS AND UNTIL A COPY OF THE SAME IS
GIVEN TO SUCH PROPERTY MORTGAGEE OR SUPERIOR LANDLORD AT THE ADDRESS SET FORTH
IN THE ABOVE DESCRIBED NOTICE, AND THE CURING OF ANY OF LANDLORD'S DEFAULTS
WITHIN THE APPLICABLE NOTICE AND CURE PERIODS SET FORTH IN ARTICLE 14 BY SUCH
PROPERTY MORTGAGEE OR SUPERIOR LANDLORD SHALL BE TREATED AS PERFORMANCE BY
LANDLORD.
ARTICLE 21
ADDITIONAL COVENANTS OF LANDLORD AND TENANT
21.1
PROMPT PAYMENT OF INDEBTEDNESS.
TENANT SHALL (A) PAY OR CAUSE TO BE PAID
WHEN DUE ALL PAYMENTS OF PRINCIPAL OF AND PREMIUM AND INTEREST ON TENANT'S
INDEBTEDNESS FOR MONEY BORROWED AND SHALL NOT PERMIT OR SUFFER ANY SUCH
INDEBTEDNESS TO BECOME OR REMAIN IN DEFAULT BEYOND ANY APPLICABLE GRACE OR CURE
PERIOD, (B) PAY OR CAUSE TO BE PAID WHEN DUE ALL LAWFUL CLAIMS FOR LABOR
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AND RENTS WITH RESPECT TO THE LEASED PROPERTY, (C) PAY OR CAUSE TO BE PAID WHEN
DUE ALL TRADE PAYABLES AND (D) PAY OR CAUSE TO BE PAID WHEN DUE ALL OTHER OF
TENANT'S INDEBTEDNESS UPON WHICH IT IS OR BECOMES OBLIGATED, EXCEPT, IN EACH
CASE, OTHER THAN THAT REFERRED TO IN CLAUSE (A), TO THE EXTENT PAYMENT IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS IN ACCORDANCE WITH ARTICLE 8
AND IF TENANT SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT