Res 2006-016 - Laserfiche WebLink

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eft vaz r-~g and delis ering the separate lease to the 1~lortgagcc, Nlortgagcc must have (.~) paid to Landlord all rent and other charges that were due, or would have been clue but for the termination of the Lease, under the Lease through the date of the comrrtencement of the term of such new Iease, which amounts must be paid as same would have become due under the Iease, together with all expenses, including reasonable attorneys' fees, incident to the execution and delivery of such new lease, and (B) aaluired ownership of the Llotel artd the hotel Site, so that the ownership of the Hotel and Hotel Site and the leasehold estate in and to the Demised Premises is in the same entity, and have assumed the obligations of Tenant under the 1v1DA, (ii) nothing contained herein shall be deemed to require Landlord to take any legal action to deliver physical possession of the Denused Premises to Mortgagee; and (iii) any bankruptcy court with jurisdiction over the matter permits such new lease. As a further condition to Landlord executing such separate lease, Mortgagee must agree to remedy any and all of Tenant's other defaults, if any, in addition to the monetary defaults to be cured as described above in this Section 6, under the Lease which are capable of being so cured by Ntortgagee or its designee. 7. No Amendments to Lease or IV1DA. No amendtnent to or modification o.f the [.ease or MDA made without the prior written consent of Mortgagee shall be effective as to l~lortgagee. furthermore, Landlord will not accept any voluntary termination of the Lease or MDA by Tenant without such termination being consented to by the Mortgagee; provided, that the foregoing shall nut apply to arty termination made by either party pursuant to any terms and provisions of the f,ease or MDA which expressly grant such party the right to terminate the Lease as long as notice and opportunity to cure is provided to 1VTortgagee as required by paragraph 3 hereof. 8. Representations and Warranties. Landlord and Tenant represent and warrant to Mortgagee that as of the date hereof i.andlord is the owner and holder of L,andlord's interest under the Lcasc and City's interest under the MDA, (ii) neither the Lease nor the MDA has been modified or amended other than as provided in the recitals above, (iii) the Lease and the MDA are in full force and effect in accordance with their respective ternis, (iv) neither Tenant nor Landlord has commenced any action or given or received any notice for the propose of terminating the Lease or the NillA, and (v) rent is not yet due under the Lease. 9. Subordination. Landlord does hereby agree that its lien and security interests created under that certain Deed of TnLSt (so called herein) dated as of January 17, ?007 recorded at Volume 3109, Page 365 of the Real Property Records of Flays County, Texas, and evidenced by that certain Financing Statement recorded at Volume 3109, Page 383 of the Real Property Records of Hays County, Texas, to secure the payment and performance of the obligations described in said Decd of 'Trust, including, without limitation, the teens of that certain Deed of Tntst dote dated July 15, 2005 by John Q. IIammons, as "I'r-trstee of the Revocable "Trust of John Q. Hammons, dated Ucccmber 28, 1989, as amended and restated, in the original principal arrtount of One 1~tillion Five hundred Thousand and Nu/I00 Dollars ($i,S00.000.00) as said note has heretofi~re heen modified and amendccl, (said lien and sectuity interests created under the Deed of"I'nrst being herein collectively the 'City Lien") is subordinate and inferior to the lien held by Mortgagee pursuant to the ~lortgabe. Landlord dues hereby subordinate the City Licn to Z 1 •i5n6n.