Common use of Existing Mortgage Clause in Contracts

Existing Mortgage. The Program establishes the manner by which the Authority may finance, pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (commencing with Section 5898.10), the installation of Eligible Products. Eligible Products will be financed pursuant to an Assessment Contract between you and the Authority. BEFORE COMPLETING A PROGRAM APPLICATION, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTY. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCING.

Existing Mortgage. The Program establishes the manner by which the Authority may financeNOTWITHSTANDING ANY OTHER PROVISION HEREOF, pursuant THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGE, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL AGENT’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees to Chapter 29 of Part and shall comply with Appendix I to Annex 3 of Division 7 the Existing Mortgage, shall possess and use the Aircraft subject to the limitations on possession and use applicable to Lessor under the Existing Mortgage and shall not take any action hereunder not permitted to be taken by Lessor under the Existing Mortgage. Lessee agrees to execute and deliver such further documents and instruments as may be reasonably requested by Lessor to further document the subordination of this Lease to the Existing Mortgage. Lessee agrees to provide its consent to the registration on the International Registry of the California Streets and Highways Code (commencing with Section 5898.10), subordination of this Lease to the installation Existing Mortgage. Lessee acknowledges that the UCC financing statement filed in respect of Eligible Products. Eligible Products this Lease will be financed pursuant assigned to the Collateral Agent. Lessee acknowledges receipt of an Assessment Contract between you executed copy of the Existing Mortgage (as in effect on the date of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. Insurance. Notwithstanding any provision of Section 19 or Appendix 2B hereof, so long as the AuthorityExisting Mortgage is in effect, Lessee agrees to insure the Aircraft in accordance with and shall comply with the provisions of Appendix I to Annex 3 of the Existing Mortgage. BEFORE COMPLETING A PROGRAM APPLICATION, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTYLessee acknowledges receipt of a copy of Appendix I to Annex 3 of the Existing Mortgage. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCING.RENT

Existing Mortgage. The Program establishes Seller shall use commercially reasonable efforts to cause Existing Lender to release the manner by which BNA Lot from the Authority may finance, pursuant to Chapter 29 of Part 3 of Division 7 lien of the California Streets Existing Mortgage at or prior to Closing, at Seller’s sole cost and Highways Code expense, including the payment of all fees and costs imposed by Existing Lender in connection with such release. If by the date that is ninety (commencing with Section 5898.10)90) days after the Contract Date, Existing Lender shall not have agreed in writing to release the installation BNA Lot from the lien of Eligible Productsthe Existing Mortgage, then Purchaser shall thereafter have the right to terminate this Agreement by written notice to Seller given any time before Existing Lender has agreed to release the BNA Lot from such lien. Eligible Products will be financed pursuant If by the date that is 120 days after the Contract Date, Existing Lender shall not have agreed in writing to an Assessment Contract between you release the BNA Lot from the lien of the Existing Mortgage, then Seller shall thereafter have the right to terminate this Agreement by written notice to Purchaser given any time before Existing Lender has agreed to release the BNA Lot from such lien. Upon any such termination, Escrow Agent shall return the Deposit to Purchaser and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement other than those that expressly survive termination of this Agreement. Seller shall keep Purchaser regularly informed of the Authority. BEFORE COMPLETING A PROGRAM APPLICATIONstatus of Existing Lender’s agreement to release the BNA Lot from the lien of the Existing Mortgage, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTY. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY and shall promptly respond to Purchaser’s inquiries regarding the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCINGstatus of the same.

Existing Mortgage. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGE, INCLUDING, WITHOUT LIMITATION, THE SECURITY TRUSTEE’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees to and shall comply with Section 3.06 of the Existing Mortgage, shall possess and use the Aircraft subject to the limitations on possession and use applicable to Lessor under the Existing Mortgage and shall not take any action hereunder not permitted to be taken by Lessor under the Existing Mortgage. Lessee agrees to execute and deliver such further documents (in each case in form and substance reasonably acceptable to Lessee) to effectuate a security assignment of this Lease in favor of the Security Trustee under the Existing Mortgage and such other documents and instruments as may be reasonably requested in connection therewith or to further document the subordination of this Lease as may be reasonably requested by Lessor. The Program establishes the manner documents to be entered into by which the Authority may finance, Lessee pursuant to Chapter 29 of Part 3 of Division 7 the immediately preceding sentence (i) that are entered into prior to Delivery shall be at Lessee’s cost and expense without reimbursement or contribution from Lessor and (ii) that are entered into by Lessee at Lessor’s or the Security Trustee’s request after Delivery shall, notwithstanding anything to the contrary in the security assignment (or the notice and acknowledgment to the security assignment) indicating the same shall be performed at Lessee’s cost and expense, be subject to reimbursement by Lessor for any out-of-pocket cost and expense incurred by the Lessee (without xxxx-up for profit) in connection therewith. Lessee agrees to provide its consent to the registration on the International Registry of the California Streets subordination of this Lease to the Existing Mortgage and Highways Code (commencing to the filing with the FAA of the security assignment of this Lease contemplated by this Section 5898.10), 2.3. Lessee acknowledges that the installation UCC financing statement filed in respect of Eligible Products. Eligible Products this Lease will be financed pursuant assigned to the Security Trustee. Lessee acknowledges receipt of an Assessment Contract between you executed copy of the Existing Mortgage (as in effect on the date of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. RENT Agreement to Pay Rent. As rental for the AuthorityAircraft, Lessee shall pay to Lessor Basic Rent, in advance, on each Rent Payment Date in respect of each Rent Period. BEFORE COMPLETING A PROGRAM APPLICATIONBasic Rent. The amount of Basic Rent due and payable by Lessee for each Rent Period is set forth in paragraph 1 of Appendix 2B. If the Xxxxxxxxxx XX-600-2C10; MSN 10070 Delivery Date is on or after the 15th day of the calendar month, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTY. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY Lessee's first payment of Basic Rent due at Delivery shall include Lessee's payment of Basic Rent due and payable for the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCINGsecond Rent Period of the Lease Term.

Existing Mortgage. The Program establishes the manner by which the Authority may financefinance, pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (commencing with Section 5898.10), the installation of Eligible Products. Eligible Products will be financed financed pursuant to an Assessment Contract between you and the Authority. BEFORE COMPLETING A PROGRAM APPLICATION, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTY. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCING. If your lender requires an impound for your property taxes, please consider notifying them of the annual assessment payment amount so they can adjust your impound amount.

Existing Mortgage. The Program establishes parties shall use their respective commercially reasonable efforts and cooperate with each other to obtain from the manner by which current holder (the Authority may finance, pursuant to Chapter 29 of Part 3 of Division 7 “Mortgage Holder”) of the California Streets Existing Mortgage approval of Buyer’s assumption of the Existing Mortgage at Closing and Highways Code a full release (commencing with Section 5898.10the “Mortgage Release”) of Seller as of the Closing Date from all obligations under the Existing Mortgage arising from and after Closing (the “Released Mortgage Obligations”), including by cooperating with the installation Mortgage Holder’s requests for due diligence information and legal opinions, to the extent reasonable and customary. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Date, Buyer shall be permitted to discuss the assumption of Eligible Products. Eligible Products will be financed pursuant to an Assessment Contract between you the Existing Mortgage and the AuthorityMortgage Release directly with the Mortgage Holder. BEFORE COMPLETING A PROGRAM APPLICATIONBuyer shall contact the Mortgage Holder regarding, YOU SHOULD CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(Sand apply for approval of, the assumption of the Existing Mortgage no later than ten (10) OR OTHER SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO WHICH YOU AS THE PROPERTY OWNER ARE A PARTYbusiness days after the Effective Date. ENTERING INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTSSeller shall receive a credit to the Purchase Price for any loan reserve balances held by the Mortgage Holder and related to the Existing Mortgage. DEFAULTING UNDER AN EXISTING MORTGAGE AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS CONSEQUENCES TO YOUBuyer and Seller shall equally share the cost of the fees, WHICH COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENTcosts and expenses charged by the Existing Mortgage holder which are related to the assumption of the Existing Mortgage and the Mortgage Release, including all assumption fees and costs charged by the Mortgage Holder, but specifically excluding the fees and expenses of Seller’s and Buyer’s counsel and other advisors, which fees and expenses shall be the sole responsibility of Seller or Buyer respectively. IN ADDITION, XXXXXX XXX AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE OFFERED BY the Authority. THIS MAY MEAN THAT PROPERTY OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY CLOSE THEIR SALE OR REFINANCINGThe immediately prior sentence shall survive termination of this Agreement.