Mortgage Lien. 24.1 This Lease and all rights of Tenant hereunder are and will remain subject and subordinate to the lien of (a) any mortgage(s) constituting a lien on the Office Building, or any part thereof, at the date hereof, and (b) the lien of any mortgage(s) hereafter executed to a person, bank, trust company, insurance company or other recognized lending institution to provide permanent financing or refinancing of the facilities on the Office Building, and (c) any renewal, modification, consolidation or extension of any mortgage or deed of trust referred to in clause (a) or (b). Tenant shall, upon demand at any time or times, execute, acknowledge and deliver to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant here under to the lien of any mortgage, deed of trust or other instrument referred to in clause (b) or clause (c) of the preceding sentence, and, in the event that Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination instrument notwithstanding its receipt of a reasonable subordination, nondisturbance and attornment agreement (see below) from said mortgagee, Landlord, in addition to any other remedies, may, as the agent or attorney-in-fact of Tenant, execute acknowledge and deliver the same, and Tenant hereby nominates, constitutes and appoints Landlord as Tenant's proper legal attorney-in-fact for such purposes; provided, however, that the subordination of this Lease shall be conditioned upon the execution and delivery by the mortgagee or trustee of an agreement (i) that so long as Tenant is not in default under the terms of this Lease the mortgagee or trustee, or any person succeeding to the rights of the mortgagee or trustee, or any purchaser at a foreclosure sale under said mortgage or deed of trust, shall not disturb the peaceful possession of Tenant hereunder, and (ii) that the proceeds of insurance policies received by it in settlement of losses under insurance policies held by it will be applied to the cost of repairs and restoration in those instances in which Landlord is obligated to repair and restore pursuant to the provisions hereof. 24.2 Tenant shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Landlord, any prospective purchaser or any current or prospective mortgagee of the Office Building within ten (10) days of receipt of same. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute the same.
Appears in 1 contract
Sources: Lease Agreement (Pc Connection Inc)
Mortgage Lien. 24.1 This Lease and all rights of Tenant hereunder are and will remain subject and subordinate to the lien of (a) any mortgage(s) constituting a lien on the Office Building, or any part thereof, at the date hereof, and (b) the lien of any mortgage(s) hereafter executed to a person, bank, trust company, insurance company or other recognized lending institution to provide permanent financing or refinancing of the facilities on the Office Building, and (c) any renewal, modification, consolidation or extension of any mortgage or deed of trust referred to in clause (a) or (b). Tenant shall, upon demand at any time or times, execute, acknowledge and deliver to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant here under to the lien of any mortgage, deed of trust or other instrument referred to in clause (b) or clause (c) of the preceding sentence, and, in the event that Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination instrument notwithstanding its receipt of a reasonable subordination, nondisturbance and attornment agreement (see below) from said mortgagee, Landlord, in In addition to any other remediesrights or remedies hereunder, mayshould a default by Buyer not be timely cured, as Declarant may deliver to Buyer and record in the agent or attorney-in-fact Official Records of Tenantthe County of San Diego a notice of default and election to sell the Property. Thereafter, execute acknowledge unless all amounts legally due and deliver the sameowing to Declarant have been paid, and Tenant hereby nominatesprovided that all of the requirements of Sections 2920 et seq. of the California Civil Code and of all other applicable statutes have been satisfied, constitutes and appoints Landlord as Tenant's proper legal attorney-in-fact for such purposes; provided, however, that the subordination of this Lease shall be conditioned upon the execution and delivery by the mortgagee or trustee of an agreement (i) that so long as Tenant is not in default under the terms of this Lease the mortgagee or trusteeDeclarant, or any person succeeding such trustee as Declarant may appoint (“Trustee”), may cause the Property to the rights of the mortgagee or trustee, or any purchaser be sold at a foreclosure sale under said mortgage or deed of trust, shall not disturb the peaceful possession of Tenant hereunder, such time and (ii) that the proceeds of insurance policies received by it in settlement of losses under insurance policies held by it will be applied to the cost of repairs and restoration in those instances in which Landlord is obligated to repair and restore pursuant to the provisions hereof.
24.2 Tenant shall execute and acknowledge a certificate containing such information place as may be reasonably requested fixed in said notice of sale or at such time and place to which the sale say be postponed as hereinafter provided without additional notice, either as a whole or in separate parcels, and in such order as Declarant or its Trustee alone may determine, at public auction to the highest bidder for cash in lawful money of the United States at the time of sale, or upon such other terms as Declarant or its Trustee may consider advisable. Buyer shall have no right to direct or determine whether the Property shall be sold as a whole or in separate parcels, or the order of sale of separate parcels or the portion of the Property to be sold if only a portion is sold. Declarant or its Trustee may postpone the sale of the Property by public announcement thereof at the time and place of sale and from time-to-time- thereafter by public-announcement at the time and place of the preceding postponement. In conducting or postponing any such sale, Declarant may act through its agents, officers or employee's or any other person designated by Declarant, whether or not such party shall be a licensed auctioneer. At such sale, Declarant or its Trustee shall cause to be delivered to the buyer or buyers, one or more duly executed deed or deeds conveying the property so sold, subject to all the provisions of this instrument, but without any covenant or warranty, either express or implied. The recitals in such deed or deeds with regard to any matters of fact shall be conclusive proof of the truthfulness thereof against the buyer at such sale, its successors and assigns, and all other persons. Any person or entity, including, without limitation, Declarant, may bid in or purchase at such sale. The proceeds of such sale shall be applied as follows: first, to the expenses of sale incurred by Declarant, including reasonable attorneys' fees; next, to the Deferred Purchase Price; and finally, to the person or persons legally entitled thereto. As an alternative to the foregoing, Declarant may elect to foreclose the lien secured hereby by judicial action, in which event Buyer shall be liable for the benefit expenses incurred by Declarant in connection therewith, including reasonable attorneys’ fees. To the maximum extent permitted by law, Buyer hereby waives any applicable statute of Landlordlimitations, any prospective purchaser provided that the lien created herein shall expire on the Termination Date. Notwithstanding the foregoing, if Buyer’s default is timely cured in accordance with this instrument or any current or prospective mortgagee applicable law, Declarant shall, upon request by Buyer, record at Buyer’s expense an appropriate notice of rescission in accordance with the applicable provisions of the Office Building within ten (10) days Civil Code of receipt of same. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute the sameCalifornia.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Mortgage Lien. 24.1 This 23.1 Lessee agrees that this Lease and all rights of Tenant Lessee hereunder are and will remain shall be subject and subordinate to the lien of (a) any mortgage(s) mortgage or deed of trust constituting a first lien on the Office BuildingLeased Premises, or any part thereof, at the date hereofthereof, and (b) the lien of any mortgage(s) mortgage or deed of trust hereafter executed to a person, bank, trust company, insurance company or other recognized lending institution to provide permanent financing or refinancing of the facilities on the Office BuildingLeased Premises, and (c) any renewal, modification, consolidation or extension of any mortgage or deed of trust referred to in clause (a) or (b). Tenant Lessee shall, upon demand at any time or timeswithin twenty (20) days of Lessor's written notice, execute, acknowledge and deliver to LandlordLessor without any expense to the Lessor, any and all reasonable instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant here under Lessee hereunder to the lien of any mortgage, deed of trust or other instrument referred to in clause (b) or clause (c) of the preceding sentence, and, and in the event that Tenant Lessee shall fail or neglect to execute, acknowledge and deliver any such subordination instrument notwithstanding its receipt of a reasonable subordination, nondisturbance and attornment agreement (see below) from said mortgagee, Landlord, Lessee shall be in addition to any other remedies, may, as the agent or attorney-in-fact of Tenant, execute acknowledge and deliver the same, and Tenant hereby nominates, constitutes and appoints Landlord as Tenant's proper legal attorney-in-fact for such purposesdefault; provided, however, that the subordination of this Lease shall be conditioned upon the execution and delivery by the mortgagee or trustee of an agreement (i) that so long as Tenant Lessee is not in default under the terms of this Lease the mortgagee or trusteetrustees, or any such person succeeding to the rights of the mortgagee or trustee, or any purchaser at a foreclosure sale under said mortgage or deed of trust, shall assume Lessor's liabilities and obligations under this Lease and shall not disturb the peaceful possession of Tenant Lessee hereunder; and also provided such document does not adversely affect the Lessee's rights, liabilities, and (ii) that the proceeds of insurance policies received by it financial considerations enumerated in settlement of losses under insurance policies held by it will be applied to the cost of repairs and restoration in those instances in which Landlord is obligated to repair and restore pursuant to the provisions hereofthis Lease.
24.2 Tenant shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Landlord, any prospective purchaser or any current or prospective mortgagee of the Office Building within ten (10) days of receipt of same. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute the same.
Appears in 1 contract
Mortgage Lien. 24.1 This 23.1 Lessee agrees that this Lease and all rights of Tenant Lessee hereunder are and will remain shall be subject and subordinate to the lien of (a) any mortgage(s) mortgage or deed of trust constituting a first lien on the Office BuildingLeased Premises, or any part thereof, at the date hereofthereof, and (b) the lien any mortgage or deed of any mortgage(s) trust hereafter executed to a person, bank, trust company, insurance company or other recognized lending institution to provide permanent financing or refinancing of the facilities on the Office BuildingLeased Premises, and (c) any renewal, modification, consolidation or extension of any mortgage or deed of trust referred to in clause (a) or (b). Tenant Lessee shall, upon demand at any time or times, execute, acknowledge and deliver to LandlordLessor without any expense to the Lessor, any and all reasonable instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant here under Lessee hereunder to the lien of any mortgage, deed of trust or other instrument referred to in clause (b) or clause (c) of the preceding sentence, and, and in the event that Tenant Lessee shall fail or neglect to execute, acknowledge and deliver any such subordination instrument notwithstanding its receipt of a reasonable subordination, nondisturbance and attornment agreement (see below) from said mortgagee, Landlord, Lessee shall be in addition default subject to any other remedies, may, as the agent or attorney-in-fact of Tenant, execute acknowledge and deliver the same, and Tenant hereby nominates, constitutes and appoints Landlord as Tenant's proper legal attorney-in-fact for such purposesSection 24.1(ii); provided, however, that the subordination of this Lease shall be conditioned upon the execution and delivery by the mortgagee or trustee of an agreement (i) that so long as Tenant Lessee is not in default under the terms of this Lease the mortgagee or trusteetrustees, or any such person succeeding to the rights of the mortgagee or trustee, or any purchaser at a foreclosure sale under said mortgage or deed of trust, shall assume Lessor's liabilities and obligations under this Lease and shall not disturb the peaceful possession of Tenant Lessee hereunder; and also provided such document does not adversely affect the Lessee's rights, liabilities, and (ii) financial considerations enumerated in this Lease Agreement. Lessor represents and warrants that as of the proceeds date hereof, the only mortgage or deed of insurance policies received by it in settlement of losses under insurance policies trust on the Leased Premises, the Gateway Building and/or the Gateway II Building is held by it will be applied to the cost of repairs and restoration in those instances in which Landlord is obligated to repair and restore pursuant to the provisions hereofCitizens Bank New Hampshire.
24.2 Tenant shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Landlord, any prospective purchaser or any current or prospective mortgagee of the Office Building within ten (10) days of receipt of same. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute the same.
Appears in 1 contract
Mortgage Lien. 24.1 This Lease and all rights of Tenant hereunder are and will remain subject and subordinate to the lien of (a) any mortgage(s) constituting a lien on the Office Building, or any part thereof, at the date hereof, and (b) the lien of any mortgage(s) hereafter executed to a person, bank, trust company, insurance company or other recognized lending institution to provide permanent financing or refinancing of the facilities on the Office Building, and (c) any renewal, modification, consolidation or extension of any mortgage or deed of trust referred to in clause (a) or (b). Tenant shall, upon demand at any time or times, execute, acknowledge and deliver to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant here under to the lien of any mortgage, deed of trust or other instrument referred to in clause (b) or clause (c) of the preceding sentence, and, in the event that Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination instrument notwithstanding its receipt of a reasonable subordination, nondisturbance and attornment agreement (see below) from said mortgagee, Landlord, in addition to any other remedies, may, as the agent or attorney-in-fact of Tenant, execute acknowledge and deliver the same, and Tenant hereby nominates, constitutes and appoints Landlord as Tenant's proper legal attorney-in-fact for such purposes; provided, however, that the subordination of this Lease shall be conditioned upon the execution and delivery by the mortgagee or trustee of an agreement (i) that so long as Tenant is not in default under the terms of this Lease the mortgagee or trustee, or any person succeeding to the rights of the mortgagee or trustee, or any purchaser at a foreclosure sale under said mortgage or deed of trust, shall not disturb the peaceful possession of Tenant hereunder, and (ii) that the proceeds of insurance policies received by it in settlement of losses under insurance policies held by it will be applied to the cost of repairs and restoration in those instances in which Landlord is obligated to repair and restore pursuant to the provisions hereof.
24.2 Tenant shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Landlord, any prospective purchaser or any current or prospective mortgagee of the Office Building within ten (10) days of receipt of same. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute the same.
Appears in 1 contract
Sources: Lease Agreement (Kyzen Corp)