Mortgage and Subordination. Lessor's interest in this Lease, the Equipment or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE EQUIPMENT OF LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. This Lease at all time shall be subordinated to the lien or any ground leases, mortgage, mortgages, trust deed or trust deeds now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages, trust deed or trust deeds as shall be desired by Lessor, or any mortgagees or proposed mortgagees or trustees under trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof so long as Lessee is not in default under any of the covenants, conditions and agreements contained in this Lease. If any mortgagee or trustee elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent as its attorney-in-fact and in its name, place and stead so to do. Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may request.
Appears in 1 contract
Samples: Termination and Modification Agreement (Quality Dining Inc)
Mortgage and Subordination. Lessor's (a) GELLC will acquire a lien upon the Business Lease, the Master Lease, all furnishings, fixtures, equipment, decoration, supplies, accessories and other personal property which CEDCO owns or in which it has an interest in located on the Premises to secure the payment of all sums due thereunder and the performance of all other obligations of CEDCO under this Lease, the Equipment Master Lease, the Business Lease, the Loan Agreement and related agreements. CEDCO's interest in the Business Lease, the Master Lease, this Lease, leasehold improvements or the Premises shall not equipment will be subordinate to any encumbrances placed upon the Premises such assets only if placed by or resulting from any act at the written direction of Lessee, and nothing herein contained shall be construed GELLC pursuant to require a release executed by GELLC. CEDCO agrees to execute such subordination by Lessordocuments as GELLC will from time to time require. Lessee shall CEDCO will keep the Premises free from any liens for work performed, materials furnished or obligations incurred without the prior written authorization from GELLC. Notwithstanding any other provision to the contrary, nothing herein shall entitle GELLC or any other entity to a lien on real property held by Lesseethe United States in trust for the Coquille Tribe, or to a lien on any other property owned by the United States and used by the Tribe, or on any Tribal assets that, by federal statute or regulation, are restricted or excluded from liens or mortgage (specifically excepting those encumbrances approved by the Secretary and those assets constructed or procured pursuant to thus Lease or any transaction entered into in connection with this Lease or the proceeds, profits or rents to be derived hereof or therefrom). NOTICE IS HEREBY GIVEN THAT THAT, EXCEPT TO THE EXTENT NECESSARY TO SECURE LOANS EXTENDED BY LESSOR OR AN AFFILIATE OF LESSOR, NEITHER LESSEE IS NOT NOR ITS PREDECESSORS IN INTEREST (OTHER THAN LESSOR) ARE AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF OR TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE PREMISES, IMPROVEMENTS, EQUIPMENT OF LESSEEOR LESSOR'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. VOID WITHOUT A WRITTEN RELEASE FROM LESSOR.
(b) This Lease at all time shall times will be subordinated subordinate to the lien or of any ground leases, mortgage, mortgages, trust deed security agreements or trust deeds now or hereafter placed upon the Premises by LessorGELLC,with CEDCO's consent, and Lessee CEDCO covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages, trust deed security agreements or trust deeds as shall will be desired by LessorGELLC, or any mortgagees or proposed mortgagees or trustees under mortgages or trust deeds, upon the condition that Lessee shall CEDCO will have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof thereof, so long as Lessee CEDCO is not in default under any of the covenants, conditions and agreements contained in this Lease. If .
(c) Upon consent and release by GELLC, if any mortgagee or trustee elects to have this Lease and the interest of Lessee CEDCO hereunder be superior to any such interest or right and evidences evidence such election by notice given to LesseeCEDCO, then this Lease and the interest of Lessee CEDCO hereunder shall will be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event such mortgagee or trustee shall will have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. Lessee shall .
(d) [Reserved]
(e) CEDCO will execute and deliver whatever instruments may be required for such purposesthe purposes set forth in this Section 26, and in the event Lessee CEDCO fails so to do within 10 ten (10) days after demand in writing, Lessee CEDCO does hereby make, constitute and irrevocably appoint Lessor's agent GELLC as its agent and attorney-in-fact and in its name, place and stead so to do. Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may requestdo so.
Appears in 1 contract
Mortgage and Subordination. Lessor's interest in this Lease, the Equipment or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. A. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. Lessee shall do all things necessary to prevent the filing of any mechanic's or other liens against the Premises or the interest of Lessor or any ground or underlying lessors thereof, or the interest of any mortgagees or holders of any deeds of trust covering any portion of the Premises by reason of any work, labor, services, or materials performed or supplied or claimed to have been performed for or supplied to Lessee or anyone holding the Premises, or any part thereof, by, through or under Lessee. If any such lien shall at any time be filed, Lessee shall either cause the same to be vacated and canceled of record within ten (10) days after the date of filing thereof or, if Lessee in good faith determines that such lien should be contested, Lessee shall furnish such security, by surety bond or otherwise, as may be reasonably necessary or be prescribed by law to release the same as a lien and to prevent any foreclosure of such lien during the pendency of such contest. If Lessee shall fail to vacate or release such lien in the manner and within the time period aforesaid, such failure shall be a Default, and in addition to all other rights and remedies available to Lessor resulting therefrom, Lessor may, but shall not be under any obligation to, vacate or release said lien either by paying the amount claimed to be due, or by procuring the release of such lien by giving security or in such other manner as may be prescribed by law. Lessee shall reimburse Lessor, upon demand, all sums disbursed or deposited by Lessor pursuant to the foregoing provisions of this paragraph, including Lessor's costs and expenses and reasonable attorneys' fees incurred in connection therewith, with interest thereon at the Default Rate. However, nothing contained herein shall imply consent or be construed as an agreement on the part of Lessor or any ground or underlying lessors, or mortgagees, or holders of deeds of trust covering any portion of the Premises, to subject their respective estates or interests to liability under any mechanic's or other lien law, whether or not the performance or the furnishing of such work, labor, services or materials to Lessee or anyone holding the Premises, or any part thereof, through or under Lessee, shall have been consented to by Lessor or any of such parties.
B. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY KIND 159 UPON ALL OR ANY PART OF THE PREMISES AND THE EQUIPMENT OF OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOIDVOID UNLESS LESSOR SHALL FIRST CONSENT IN WRITING TO EACH SAID ENCUMBRANCE. As a condition precedent for Lessor considering any such consent, which may be withheld by Lessor in its sole and absolute discretion, Lessee shall submit to Lessor, not less than thirty (30) days prior to the effective date of the proposed encumbrance (including a hypothecation), all documents proposed to be used in connection therewith plus a commitment for an endorsement to the Lessor's Owner's Title Policy, affirmatively ensuring that if the proposed encumbrance is consented to by Lessor and is subsequently an encumbrance on the Lessee's leasehold interest, the interest of the Lessor in the Premises is not otherwise affected and continues to be paramount to the interest of the Lessee and any party claiming by, through or under Lessee. A further condition precedent is the obligation of the Lessee to pay all fees, costs, charges and expenses incurred by Lessor in connection with any proposed encumbrance (including reasonable attorneys' fees) whether or not consent thereto is given.
C. This Lease at all time shall be subordinated subordinate to the lien or of any ground leases, mortgage, mortgages, trust deed or trust deeds now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages or proposed mortgages, trust deed or trust deeds as shall be desired by Lessor, or any mortgagees or proposed mortgagees or trustees under the trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof thereof, so long as Lessee is not in default beyond any applicable grace period under any of the covenants, conditions and agreements contained in this Lease. .
(i) If any mortgagee or trustee elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences of such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event event, such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. .
(ii) Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 ten (10) days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent Lessor as its attorney-in-fact and in its name, place and stead so to do. .
(iii) Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited 15 160 financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may request.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Argo Bancorp Inc /De/)
Mortgage and Subordination. Lessor's interest in this Lease, the Equipment or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. (a) Lessee shall keep the Premises Premises, and Lessor's interest therein, free from any liens for work performed, materials furnished or obligations incurred by Lessee. If any such lien shall at any time be filed, Lessee shall cause the same to be vacated and canceled of record within forty-five (45) days after the date of filing thereof. If Lessee shall fail to vacate, contest or release such lien in the manner and within the time period aforesaid, such failure shall be a Default, and in addition to all other rights and remedies available to Lessor resulting therefrom, Lessor may, but shall not be under any obligation to, vacate or release said lien either by paying the amount claimed to be due, or by procuring the release of such lien by giving security or in such other manner as may be prescribed by law. Lessee shall reimburse Lessor, upon demand, all sums disbursed or deposited by Lessor pursuant to the foregoing provisions of this paragraph, including Lessor's costs and expenses and reasonable attorneys' fees incurred in connection therewith, with interest thereon at the Default Rate.
(b) NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF OR TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE EQUIPMENT OF OR LESSEE'S LEASEHOLD INTEREST THEREIN, (SAVE AND EXCEPT FOR PURCHASE MONEY LIENS ON PERSONAL PROPERTY AND/OR FIXTURES) AND ANY SUCH PURPORTED TRANSACTION TRANSACTIONS HALL BE VOID UNLESS LESSOR SHALL FIRST CONSENT IN WRITING TO EACH SAID ENCUMBRANCE, WHICH CONSENT SHALL BE VOID. This Lease at all time shall be subordinated to the lien or any ground leases, mortgage, mortgages, trust deed or trust deeds now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages, trust deed or trust deeds as shall be desired by Lessor, or any mortgagees or proposed mortgagees or trustees under trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof so long as Lessee is not in default under any of the covenants, conditions and agreements contained in this Lease. If any mortgagee or trustee elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent as its attorney-in-fact and in its name, place and stead so to do. Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may requestIN LESSOR'S SOLE DISCRETION.
Appears in 1 contract
Samples: Lease Agreement (United Homes Inc)
Mortgage and Subordination. Lessor's interest in this Lease, the Equipment or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. A. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. Lessee shall do all things necessary to prevent the filing of any mechanic's or other liens against the Premises or the interest of Lessor or any ground or underlying lessors thereof, or the interest of any mortgagees or holders of any deeds of trust covering any portion of the Premises by reason of any work, labor, services, or materials performed or supplied or claimed to have been performed for or supplied to Lessee or anyone holding the Premises, or any part thereof, by, through or under Lessee. If any such lien shall at any time be filed, Lessee shall either cause the same to be vacated and canceled of record within ten (10) days after the date of filing thereof or, if Lessee in good faith determines that such lien should be contested, Lessee shall furnish such security, by surety bond or otherwise, as may be reasonably necessary or be prescribed by law to release the same as a lien and to prevent any foreclosure of such lien during the pendency of such contest. If Lessee shall fail to vacate or release such lien in the manner and within the time period aforesaid, such failure shall be a Default, and in addition to all other rights and remedies available to Lessor resulting therefrom, Lessor may, but shall not be under any obligation to, vacate or release said lien either by paying the amount claimed to be due, or by, procuring the release of such lien by giving security or in such other manner as may be prescribed by law. Lessee shall reimburse Lessor, upon demand, all sums disbursed or deposited by Lessor pursuant to the foregoing provisions of this paragraph, including Lessor's costs and expenses and reasonable attorneys' fees incurred in connection therewith, with interest thereon at the Default Rate. However, nothing contained herein shall imply consent or be construed as an agreement on the part of Lessor or any ground or underlying lessors, or mortgagees, or holders of deeds of trust covering any portion of the Premises, to subject their respective estates or interests to liability under any mechanic's or other lien law, whether or not the performance or the furnishing of such work, labor, services or materials to Lessee or anyone holding the Premises, or any part thereof, through or under Lessee, shall have been consented to by Lessor or any of such parties.
B. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE EQUIPMENT OF OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOIDVOID UNLESS LESSOR SHALL FIRST CONSENT IN WRITING TO EACH SAID ENCUMBRANCE. As a condition precedent for Lessor considering any such consent, which may be withheld by Lessor in its sole and absolute discretion, Lessee shall submit to Lessor, not less than thirty (30) days prior to the effective date of the proposed encumbrance (including a hypothecation), all documents proposed to be used in connection therewith plus a commitment for an endorsement to the Lessor's Owner's Title Policy, affirmatively ensuring that if the proposed encumbrance is consented to by Lessor and is subsequently an encumbrance on the Lessee's leasehold interest, the interest of the Lessor in the Premises is not otherwise affected and continues to be paramount to the interest of the Lessee and any party claiming by, through or under Lessee. A further condition precedent is the obligation of the Lessee to pay all fees, costs, charges and expenses incurred by Lessor in connection with any proposed encumbrance (including reasonable attorneys' fees) whether or not consent thereto is given.
C. This Lease at all time shall be subordinated subordinate to the lien or of any ground leases, mortgage, mortgages, trust deed or trust deeds now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages or proposed mortgages, trust deed or trust deeds as shall be desired by Lessor, or any mortgagees or proposed mortgagees or trustees under the trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof thereof, so long as Lessee is not in default beyond any applicable grace period under any of the covenants, conditions and agreements contained in this Lease. .
(i) If any mortgagee or trustee elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences of such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event event, such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. .
(ii) Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 ten (10) days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent Lessor as its attorney-in-fact and in its name, place and stead so to do. Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may request.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Argo Bancorp Inc /De/)
Mortgage and Subordination. Lessor's interest in (a) GELLC will have a lien upon the Business Lease, this Lease, the Equipment Subleases, all furnishings, fixtures, equipment, decoration, supplies, accessories and other personal property which CEDCO owns or in which it has an interest located on the Premises shall not to secure the payment of all sums due thereunder and the performance of all other obligations of CEDCO under this Lease. CEDCO's interest in the Business Lease, this Lease, leasehold improvements or equipment will be subordinate to any encumbrances placed upon the Premises such assets only if by or resulting from any act at the written direction of Lessee, and nothing herein contained shall be construed GELLC pursuant to require a release executed by GELLC. CEDCO agrees to execute such subordination by Lessordocuments as GELLC will from time to time require. Lessee shall CEDCO will keep the Premises free from any liens for work performed, materials furnished or obligations incurred without the prior written authorization from GELLC. Notwithstanding any other provision to the contrary, nothing herein shall entitle GELLC or any other entity to a lien on real property held by Lesseethe United States in trust for the Coquille Tribe, or to a lien on any other property owned by the United States and used by the Tribe, or on any Tribal assets that, by federal statute or regulation, are restricted or excluded from liens or mortgages (specifically excepting those encumbrances approved by the Secretary and those assets constructed or procured pursuant to this Lease or any transaction entered into in connection with this Lease or the proceeds, profits or rents to be derived hereof or therefrom). NOTICE IS HEREBY GIVEN THAT THAT, EXCEPT TO THE EXTENT NECESSARY TO SECURE LOANS EXTENDED BY LESSEE IS NOT OR AN AFFILIATE OF LESSEE, NEITHER LESSOR NOR ITS PREDECESSORS IN INTEREST ARE AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF OR TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE PREMISES, IMPROVEMENTS, EQUIPMENT OF OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. VOID WITHOUT A WRITTEN RELEASE FROM LESSEE.
(b) This Lease at all time shall times will be subordinated subject to the lien or and subordinate to any ground leases, mortgage, mortgages, trust deed or trust deeds security interest now or hereafter placed upon the Business Lease or the Premises by Lessor, and Lessee GELLC all of which will be senior to any security interests placed by any third party without a prior written release from GELLC. CEDCO covenants and agrees to execute and deliver, upon GELLC's demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages, trust deed or trust deeds security interest as shall be desired by LessorGELLC. Notwithstanding any other provision to the contrary, or any mortgagees or proposed mortgagees or trustees under trust deeds, upon the condition that Lessee shall GELLC will have the right to remain in possession of the Premises under the terms of this LeaseLease in the event any loan or security interest remains outstanding pursuant to the terms of any loan extended by GELLC.
(c) If GELLC extends any loan to CEDCO, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof so long as Lessee is not in default under any of the covenants, conditions and agreements contained in this Lease. If any mortgagee or trustee elects to have this Lease and the its interest of Lessee hereunder will be superior deemed subordinate to any such corresponding security interest or right and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed loan agreement and in that event such mortgagee or trustee shall GELLC will have the same rights with respect to this Lease as if it had been executed and delivered prior subsequent to the execution and delivery of any security agreement.
(d) By execution of this Lease, CEDCO gives its consent to GELLC or Sublessee to, from time to time, hypothecate, mortgage, pledge or alienate GELLC's or Sublessee's right to or interest in this Lease or Sublease or any portion thereof for the mortgage purpose of borrowing capital for the operation, development or trust deed and has been assigned to such mortgagee or trustee. Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent as its attorney-in-fact and in its name, place and stead so to do. Lessee shall give written notice to any mortgage lender having a recorded security instrument upon improvement of the Premises or for the purpose of refinancing any part thereof outstanding debt or a permanent loan, provided, however, such encumbrances will not exceed the parameters set forth in Section 30.
(e) In the event of a default by GELLC hereunder, CEDCO will notify any Leasehold or Subleasehold Mortgagee or Sublessee thereof. Prior to termination of GELLC's interest hereunder as a result of such default, CEDCO will provide the Leasehold or Subleasehold Mortgagee or Sublessee an opportunity to cure or remedy such default for the grace period provided in Section 26 of this Lease plus an additional sixty (60) days. CEDCO will allow such Leasehold or Subleasehold Mortgagee or Sublessee entry onto the Premises in order to effectuate any cure or remedy provided herein. In the event the Leasehold or Subleasehold Mortgagee or Sublessee has commenced a cure or remedy or has commenced and is diligently pursuing a foreclosure action to terminate GELLC's interest in this Lease or the Sublease, CEDCO shall not terminate the Lease or Sublease with respect to any interest other than that of GELLC which is actually in default.
(f) In the event this Lease or any Sublease is terminated as a result of any breach or default by Lessor GELLC, if the Leasehold or Subleasehold Mortgagee or Sublessee elects to cure or remedy the default within sixty (60) days of the termination, CEDCO will enter into a new lease with the Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of its obligations under this them for the remainder of the Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify Term, effective as of the continuing accuracy date of such financial statements in such manner as Lessor or such mortgage lender may request.termination, upon the terms, provisions, convenience and agreements contained herein provided:
Appears in 1 contract
Mortgage and Subordination. Lessor's interest in this Lease, the Equipment or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. A. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. Lessee shall do all things necessary to prevent the filing of any mechanic's or other liens against the Premises or the interest of Lessor or any ground or underlying lessors thereof, or the interest of any mortgagees or holders of any deeds of trust covering any portion of the Premises by reason of any work, labor, services, or materials performed or supplied or claimed to have been performed for or supplied to Lessee or anyone holding the Premises, or any part thereof, by, through or under Lessee. If any such lien shall at any time be filed, Lessee shall either cause the same to be vacated and canceled of record within ten (10) days after the date of filing thereof or, if Lessee in good faith determines that such lien should be contested, Lessee shall furnish such security, by surety bond or otherwise, as may be reasonably necessary or be prescribed by law to release the same as a lien and to prevent any foreclosure of such lien during the pendency of such contest. If Lessee shall fail to vacate or release such lien in the manner and within the time period aforesaid, such failure shall be a Default, and in addition to all other rights and remedies available to Lessor resulting therefrom, Lessor may, but shall not be under any obligation to, vacate or release said lien either by paying the amount claimed to be due, or by procuring the release of such lien by giving security or in such other manner as may be prescribed by law. Lessee shall reimburse Lessor, upon demand, all sums disbursed or deposited by Lessor pursuant to the foregoing provisions of this paragraph, including Lessor's costs and expenses and reasonable attorneys' fees incurred in connection therewith, with interest thereon at the Default Rate. However, nothing contained herein shall imply consent or be construed as an agreement on the part of Lessor or any ground or underlying lessors, or mortgagees, or holders of deeds of trust covering any portion of the Premises, to subject their respective estates or interests to liability under any mechanic's or other lien law, whether or not the performance or the furnishing of such work, labor, services or materials to Lessee or anyone holding the Premises, or any part thereof, through or under Lessee, shall have been consented to by Lessor or any of such parties.
B. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES AND THE EQUIPMENT OF OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOIDVOID UNLESS LESSOR SHALL FIRST CONSENT IN WRITING TO EACH SAID ENCUMBRANCE. As a condition precedent for Lessor considering any such consent, which may be withheld by Lessor in its sole and absolute discretion, Lessee shall submit to Lessor, not less than thirty (30) days prior to the effective date of the proposed encumbrance (including a hypothecation), all documents proposed to be used in connection therewith plus a commitment for an endorsement to the Lessor's Owner's Title Policy, affirmatively ensuring that if the proposed encumbrance is consented to by Lessor and is subsequently an encumbrance on the Lessee's leasehold interest, the interest of the Lessor in the Premises is not otherwise affected and continues to be paramount to the interest of the Lessee and any party claiming by, through or under Lessee. A further condition precedent is the obligation of the Lessee to pay all fees, costs, charges and expenses incurred by Lessor in connection with any proposed encumbrance (including reasonable attorneys' fees) whether or not consent thereto is given.
C. This Lease at all time shall be subordinated subordinate to the lien or of any ground leases, mortgage, mortgages, trust deed or trust deeds now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any such ground lease, mortgage, mortgages or proposed mortgages, trust deed or trust deeds as shall be desired by Lessor, or any mortgagees or proposed mortgagees or trustees under the trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage, mortgages, trust deed or trust deeds, or after foreclosure thereof thereof, so long as Lessee is not in default beyond any applicable grace period under any of the covenants, conditions and agreements contained in this Lease. .
(i) If any mortgagee or trustee elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences of such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event event, such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. .
(ii) Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 ten (10) days after demand in writing, Lessee does hereby make, constitute and irrevocably appoint Lessor's agent Lessor as its attorney-in-fact and in its name, place and stead so to do. .
(iii) Lessee shall give written notice to any mortgage lender having a recorded security instrument upon the Premises or any part thereof of any breach or default by Lessor of any of its obligations under this Lease and to give such mortgage lender at least 60 days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Lessee shall provide Lessee's most recent audited financial statements upon request to Lessor or any mortgage lender and to certify the continuing accuracy of such financial statements in such manner as Lessor or such mortgage lender may request.audited
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Argo Bancorp Inc /De/)
