TRANSFEREE OF
THE LEASED PROPERTY EXPRESSLY ASSUMES ALL OBLIGATIONS OF LESSOR HEREUNDER
ARISING OR ACCRUING FROM AND AFTER THE DATE OF SUCH CONVEYANCE OR TRANSFER,
LESSOR OR SUCH SUCCESSOR OWNER, AS THE CASE MAY BE, SHALL THEREUPON BE RELEASED
FROM ALL FUTURE LIABILITIES AND OBLIGATIONS OF LESSOR UNDER THIS LEASE ARISING
OR ACCRUING FROM AND AFTER THE DATE OF SUCH CONVEYANCE OR OTHER TRANSFER AS TO
THE LEASED PROPERTY AND ALL SUCH FUTURE LIABILITIES AND OBLIGATIONS SHALL
THEREUPON BE BINDING UPON THE NEW OWNERS.
28.2
LESSOR MAY GRANT LIENS.
(A)
WITHOUT THE CONSENT OF LESSEE, LESSOR MAY
FROM TIME TO TIME, DIRECTLY OR INDIRECTLY, CREATE OR OTHERWISE CAUSE TO EXIST
ANY LIEN, ENCUMBRANCE OR TITLE RETENTION AGREEMENT UPON THE LEASED PROPERTY, OR
ANY PORTION THEREOF OR INTEREST THEREIN, OR UPON LESSOR'S INTEREST IN THIS
LEASE, WHETHER TO SECURE ANY BORROWING OR OTHER MEANS OF FINANCING OR
REFINANCING.
THIS LEASE AND LESSEE'S INTEREST HEREUNDER SHALL AT ALL TIMES BE
SUBJECT AND SUBORDINATE TO THE LIEN AND SECURITY TITLE OF ANY DEEDS TO SECURE
DEBT, DEEDS OF TRUST, MORTGAGES, OR OTHER INTERESTS HERETOFORE OR HEREAFTER
GRANTED BY LESSOR OR WHICH OTHERWISE ENCUMBER OR AFFECT THE LEASED PROPERTY AND
TO ANY AND ALL ADVANCES TO BE MADE THEREUNDER AND TO ALL RENEWALS,
MODIFICATIONS, CONSOLIDATIONS, REPLACEMENTS, SUBSTITUTIONS, AND EXTENSIONS
THEREOF (ALL OF WHICH ARE HEREIN CALLED THE "MORTGAGE"), PROVIDED THAT (I) THE
MORTGAGE AND ALL SECURITY AGREEMENTS DELIVERED BY LESSOR IN CONNECTION THEREWITH
SHALL BE SUBJECT TO LESSEE'S RIGHTS UNDER THIS LEASE PRIOR TO THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE PURSUANT TO ITS TERMS, AND (II) THE FOREGOING
SUBORDINATION AGREEMENT SHALL ONLY BE EFFECTIVE IN THE EVENT THAT THE HOLDER OF
THE MORTGAGE AGREES NOT TO DISTURB LESSEE'S RIGHTS UNDER THIS LEASE.
IN
CONFIRMATION OF SUCH SUBORDINATION, LESSEE SHALL, AT LESSOR'S REQUEST, PROMPTLY
EXECUTE, ACKNOWLEDGE AND DELIVER ANY INSTRUMENTS WHICH MAY BE REASONABLY
REQUIRED TO EVIDENCE SUBORDINATION TO ANY MORTGAGE AND TO THE HOLDER THEREOF,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION 28.2 AND IN FORM AND
SUBSTANCE ACCEPTABLE TO LESSEE, AND THE ASSIGNMENT OF THIS LEASE AND LESSOR'S
RIGHTS AND INTERESTS THEREUNDER TO SUCH HOLDER.
IN THE EVENT OF LESSEE'S
FAILURE TO DELIVER SUCH INSTRUMENTS AND IF THE MORTGAGE AND SUCH INSTRUMENTS DO
NOT CHANGE MATERIALLY AND ADVERSELY ANY TERM OF THIS LEASE, LESSOR MAY, IN
ADDITION TO ANY OTHER REMEDIES FOR BREACH OF COVENANT HEREUNDER, EXECUTE,
ACKNOWLEDGE, AND DELIVER THE INSTRUMENT AS THE AGENT OR ATTORNEY IN FACT OF
LESSEE, AND LESSEE HEREBY IRREVOCABLY CONSTITUTES LESSOR ITS ATTORNEY IN FACT
FOR SUCH PURPOSE, LESSEE ACKNOWLEDGING THAT THE APPOINTMENT IS COUPLED WITH AN
INTEREST AND IS IRREVOCABLE.
49
(B)
LESSEE SHALL, UPON THE REQUEST OF LESSOR OR
ANY EXISTING, POTENTIAL OR FUTURE HOLDER (BUT IN NO EVENT MORE THAN ONCE EVERY
TWELVE MONTHS DURING THE TERM), (I) PROVIDE LESSOR OR SUCH HOLDER WITH COPIES OF
ALL LICENSES, PERMITS, OCCUPANCY AGREEMENTS, OPERATING AGREEMENTS, LEASES,
CONTRACTS, INSPECTION REPORTS, STUDIES, APPRAISALS, ASSESSMENTS, DEFAULT OR
OTHER NOTICES AND SIMILAR MATERIALS REASONABLY REQUESTED