Appears in 3 contracts

Samples: Base Indenture (Wendy's Co), Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)

Mortgages. Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the Premises or any ground lease, and all renewals, increases and rearrangements thereof, whether or not a novation of the secured debt may occur in connection therewith (herein, a “Mortgage”); provided, however, that if the holder of any Mortgage (a “Mortgagee”) elects to have Tenant's interest in this Lease superior to any such Mortgage, then by written notice to Tenant from the Mortgagee, this Lease shall be deemed superior to the lien created by that Mortgage. In the event of any foreclosure of any such lien or mortgage, Tenant agrees to attorn to the Mortgagee or other purchaser at foreclosure, upon demand. Notwithstanding anything to the contrary contained herein, Tenant agrees that this Lease shall be subordinate to any future Mortgage placed against the Premises, and that it will attorn to the future Mortgagee, only if the Mortgagee agrees with Tenant in a subordination, non-disturbance and attornment agreement (an “SNDA Agreement”), in the Mortgagee’s then standard form, that Tenant’s right to use and occupy the Premises under the terms of this Lease will not be deprived as a result of a termination or foreclosure of such Mortgage so long as Tenant is not then in default under this Lease; provided, however, that Tenant acknowledges and agrees that such SNDA Agreement may contain, among other terms and conditions required for obtaining such Mortgage (i) any provision (or the substantial equivalent thereof) contained in any previous SNDA Agreement executed by Tenant (or any predecessor Tenant hereunder), (ii) a provision requiring that notices of Landlord default be given to the Mortgagee and the Mortgagee allowed a reasonable time in addition to Landlord’s cure period hereunder to cure such default before Tenant shall be entitled to take its remedies hereunder or by law, (iii) a provision stating that the terms of the Mortgage govern over any conflicting provision of this Lease pertaining to the Mortgagee’s obligation to make insurance or condemnation proceeds available for reconstruction of any part of the Premises, (iv) provisions by which such Mortgagee or successor-in-interest upon foreclosure is agreed not to be bound by (a) ~~Upon~~ any payment of rent or additional rent for more than one (1) month in advance, including prepayment in the ~~occurrence~~ nature of ~~a Mortgage Preparation Event~~security for the performance by Tenant of its obligations under this Lease (unless actually received by such successor in interest), (b) any obligations of Landlord to construct improvements, (c) any amendment or modification of this Lease (or implied waiver of Tenant’s obligations) made without the ~~Master Issuer~~ written consent of such trustee or such beneficiary or such successor in interest, (d) any representations or defaults by any prior Landlord, and (e) any other matters that such Mortgagee is not directly responsible for causing, as such Mortgagee may specify, and/or (v) such other provisions and protections as such Mortgagee may request that are reasonably customary in the commercial mortgage lending community at the time. Tenant, at any time hereafter on demand by Landlord, shall ~~cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ promptly execute and deliver to Landlord, in any event within ten (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~10) days of such ~~Mortgage Preparation Event~~demand, an SNDA Agreement meeting the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record above criteria or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteeother commercially reasonable form. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 3 contracts

Samples: Industrial Triple Net Lease (Orbital Energy Group, Inc.), Industrial Triple Net Lease (Orbital Energy Group, Inc.), Industrial Triple Net Lease (Orbital Energy Group, Inc.)

Mortgages. Each Guarantor shall, within ninety (a90) ~~Upon~~ days following the occurrence of a Mortgage Preparation Event with respect to any Owned Real Property and New Owned Real Property acquired by such Guarantor, execute and deliver to the Control Party (with a copy to the Trustee), for the benefit of the Secured Parties, a mortgage or deed of trust in form reasonably acceptable to the Issuer, the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Owned Real Property and New Owned Real Property, to be held in escrow by the Control Party or its agent for the benefit of the Secured Parties and recorded by the Control Party or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof); provided and notwithstanding any other provision of this Agreement, that any Prospective Company Restaurant Properties or Company Restaurant Build-Outs valued at less than or equal to $5,000,000 per property will not be subject to such requirements in this Section 8.38 (for the avoidance of doubt, such requirements shall apply to any Prospective Company Restaurant Properties or Company Restaurant Build-Outs valued at more than $5,000,000 per property). The Control Party within five (5) Business Days of receiving direction of the Controlling Class Representative will be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of unless such ~~Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a~~ Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control ~~Party, acting~~ Party (at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The ~~Trustee~~ Control Party may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering ~~such~~ the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event (or such additional time as my be required if the Guarantors are pursuing such items with commercially reasonable efforts), the Guarantors shall exercise commercially reasonable efforts to deliver to the Control Party and the Trustee ~~shall pay all Mortgage Recordation Fees~~ (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in ~~connection with such recordation~~those states where a material amount of Owned Real Property and New Owned Real Property is located, as reasonably determined by the Securitization Entities. The ~~Trustee~~ Control Party shall be reimbursed by the ~~Master~~ Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation ~~Fees~~ Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s Properties~~ the Guarantors shall not be required to, and the ~~Trustee~~ Control Party may not, record or cause to be recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation ~~Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative)~~Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens ~~on (subject to Permitted Liens)~~on, and security interests in, ~~Wendy’s Properties~~the Guarantors’ right, title and interest in and to each ~~Contributed~~ Owned Real Property and ~~each~~ New Owned Real Property, and the Proceeds thereof. Upon the request of ~~Wendy’s Properties~~the applicable Guarantor, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any ~~Contributed~~ Owned Real Property or ~~any~~ New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 2 contracts

Samples: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)

Mortgages. Grantee, and its successors, subtenants and assigns permitted hereunder shall have the right to mortgage and pledge its interest in this Agreement (a “Mortgage”) to a lender (a “Mortgagee”), in accordance with and subject to the terms, conditions, requirements and limitations of this Section 9. Grantor and Grantee expressly intend and agree that the provisions of this Section 9 and such other provisions of this Agreement which, by their terms, are for the benefit of a Mortgagee, are intended for the benefit of and enforceable by such Mortgagee and its respective nominees, designees, successors and assigns. Notwithstanding anything in this Agreement to the contrary, all Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Agreement, and at all times shall be inferior and subject to the prior right, title and interest of Grantor herein. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the fee interest in the Easement Air Space be subordinate to any Mortgage. A notice of each Mortgage shall be delivered to the Grantor specifying the name and address of such Mortgagee to which notices shall be sent. Grantor shall be furnished a copy of each such recorded Mortgage within thirty (30) days of such mortgage being recorded. If Grantee, or Grantee’s successors or assigns, shall mortgage its rights under this Agreement, then so long as any such Mortgage shall remain unsatisfied of record and Grantee shall have properly delivered notice to Grantor in compliance with Section 9(b) hereof with respect to such Mortgagee, the following provisions shall apply: Grantor, upon serving upon Grantee any notice of any default by Grantee hereunder (a “Grantee Default”) or any other notice under the provisions of this Agreement, shall also serve a copy of such notice upon Mortgagee, and no notice shall be deemed to have been duly given as to the Mortgagee unless and until a copy thereof has been so served upon the Mortgagee. Grantor’s furnishing a copy of such notice to Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Grantee, provided, that Grantor may not terminate this Agreement or exercise any remedies against Grantee without first giving Mortgagee notice and opportunity to cure as provided in this Agreement. Any Mortgagee, in case there shall be a Grantee Default under this Agreement, shall have the right to remedy such Grantee Default (or cause the same to be remedied) within thirty (30) days after notice to Mortgagee of such Grantee Default (which will be after expiration of all Grantee notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Grantee Default so long as (x) curative action reasonably satisfactory to Grantor is instituted within such period and diligently and continuously pursued to completion thereafter, and (y) periodic progress reports thereon are delivered to Grantor, and Grantor shall accept such performance by or at the instance of Mortgagee as if the same had been made by Grantee. Any provision of this Agreement to the contrary notwithstanding, no performance by or on behalf of a Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Easement Air Space or bound by or liable under this Agreement. The Grantor agrees that, in the event of a non-monetary Grantee Default which cannot be cured by the Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Easement Air Space, the Grantor will not terminate this Agreement without first giving to the Mortgagee reasonable time within which to obtain possession of the Easement Air Space, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Grantee’s interest under this Agreement with diligence and without unreasonable delay. The Grantor agrees that upon acquisition of Grantee’s interest under this Agreement by a Mortgagee and performance by the Mortgagee of all covenants and agreements of Grantee, except those which by their nature cannot be performed or cured by any person other than the then Grantee which has defaulted (“Incurable Defaults”), the Grantor’s right to terminate this Agreement shall be waived with respect to the matters which have been cured by the Mortgagee and with respect to the Incurable Defaults. Notwithstanding anything to the contrary set forth in this Section 9(c), Mortgagee shall have the right, but shall not be obligated, to remedy any Grantee Default under this Agreement. It shall be a condition precedent to any assignment or transfer of this Agreement by foreclosure of any Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Mortgagee or any entity or institution comprising Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Agreement), that upon becoming the legal owner and holder of this Agreement shall execute an agreement pursuant to which such transferee agrees to assume all obligations of Grantee under this Agreement first arising from and after such foreclosure or deed-in-lieu thereof. In the event of the termination of this Agreement prior to the expiration of its term, Grantor shall serve upon Mortgagee written notice that the Agreement has been terminated together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to Grantor. Mortgagee shall thereupon have the option to obtain a new easement in accordance with and upon the following terms and conditions: Upon the written request of Mortgagee, delivered to Grantor within thirty (30) days after service of such notice that the Agreement has been terminated to Mortgagee, Grantor shall enter into a new easement for the Easement Air Space with Mortgagee or its designee as follows: Such new easement shall be entered into within thirty (30) days of such Mortgagee’s written request at the sole cost of Mortgagee or such designee, shall be effective as of the date of termination of this Agreement, and shall be for the remainder of the term of this Agreement and upon all the terms, covenants and conditions hereof. Such new easement shall require the grantee to perform any unfulfilled obligation of Grantee under this Agreement which is reasonably susceptible of being performed by such grantee. If this Agreement is (a) ~~Upon the occurrence~~ rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Grantee (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of ~~a Mortgage Preparation Event~~any Bankruptcy Proceeding and, ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within~~ if within ninety (90) days after such rejection or termination, the Mortgagee or its nominee(s) shall request and certify in writing to Grantor that it intends to perform the obligations of Grantee as and to the extent required hereunder, Grantor shall execute and deliver to the Mortgagee or such nominee(s) such new easement which shall be for the balance of the remaining term under the original Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Agreement (except for any requirements which have been fulfilled by Grantee prior to such rejection or termination). The new easement shall be executed by Grantor and the Mortgagee or its nominee(s) within ninety (90) days after the receipt by Grantor of such ~~Mortgage Preparation Event~~written notice. References herein as to this “Agreement” shall be deemed also to refer to such new easement. Any notice or other communication which Grantor shall desire or is required to give to or serve upon Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Mortgagee at its address provided to Grantor. The Grantor, acting by and through the ~~Master Issuer shall deliver such Mortgages to the Trustee~~City Representative, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee~~ shall, at the ~~direction~~ request of the ~~Control Party~~Grantee made from time to time and at any time, ~~deliver~~ enter into a lender’s rights agreement with any Mortgagee identified by the ~~Mortgages within~~ Grantee, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to Grantor and consistent with the terms and provisions contained in this Section 9. Within twenty (20) ~~Business Days following receipt~~ days of the ~~properly executed Mortgages~~ Grantee’s request for a lender’s rights agreement pursuant to the ~~applicable recording office for recordation (unless such recordation requirement is waived by~~ provisions of this Section 9, time being of the ~~Control Party~~essence, the Grantor, acting at by and through the ~~direction of the Controlling Class~~ City Representative~~); provided that the Trustee~~ , shall ~~have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage~~ execute and deliver to the ~~Trustee and (ii)~~ Grantee such a lender’s rights agreement benefiting the ~~Trustee~~identified Mortgagee, which executed lender’s ~~Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ rights agreement shall be in a form and substance that are reasonably acceptable to the ~~Control Party) to assist in delivering~~ Grantor and such ~~Mortgages to the applicable Governmental Authority~~ Mortgagee and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Propertiesis consistent with, and at the ~~direction~~ option of ~~the Manager~~such Mortgagee incorporates, the ~~Trustee shall~~ terms and provisions of this Section 9. Grantee agrees to pay for the Grantor’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Grantor agrees (i) to negotiate in good faith and execute modifications to this Section 9 and ~~deliver a release~~ related provisions of ~~mortgage to be held~~ this Agreement, which Grantor has accepted in ~~escrow pending a closing of a sale of any Contributed Owned Real Property~~ its reasonable discretion, with each Mortgagee (or ~~any New Owned Real Property; provided~~ prospective Mortgagee) in the event that if such ~~closing shall not occur, such release of mortgage shall be returned by the escrow agent directly~~ Mortgagee desires changes to the ~~Trustee~~provisions as currently stated. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 2 contracts

Samples: Air Rights Easement Agreement, Air Rights Easement Agreement

Mortgages. ~~(a) Upon~~ This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the ~~occurrence~~ lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, this Lease and Tenant's interest hereunder shall be subject and subordinate to the lien of such Mortgage and to all renewals, modifications, replacements consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. Tenant agrees that, within 10 days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage ~~Preparation Event~~made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the ~~Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ lien of such Mortgage ~~Preparation Event~~and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the ~~Master Issuer shall deliver such Mortgages to the Trustee~~interest thereon, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ and Tenant shall, within 10 days after receipt of a ~~Mortgage Recordation Event~~written request therefor from Landlord, ~~the Trustee shall~~execute, ~~at the direction of the Control Party,~~ acknowledge and deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all ~~reasonable costs~~ documents and ~~expenses in connection with such Mortgage Recordation Event~~instruments confirming the priority of this Lease. In any event, ~~including all Mortgage Recordation Fees pursuant to and in accordance with~~ however, if this Lease shall have priority over the ~~Priority~~ lien of ~~Payments. For the avoidance of doubt~~a Mortgage, ~~Wendy’s Properties~~ this Lease shall not ~~be required to~~become subject or subordinate to the lien of any subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the ~~Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ written consent of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteeprior Mortgagee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 2 contracts

Samples: Deed of Lease (Icf Kaiser International Inc), Deed of Lease (Icf Kaiser International Inc)

Mortgages. A. Tenant accepts this lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Premises, and to any renewals and extensions thereof. Tenant agrees that any mortgagee shall have the right at any time to subordinate its mortgage, deed of trust or other lien to this lease; provided, however, notwithstanding that this lease may be (aor made to be) ~~Upon the occurrence~~ superior to a mortgage, deed of ~~a Mortgage Preparation Event~~trust or other lien, the ~~Master Issuer~~ mortgagee shall ~~cause the preparation of fully executed Mortgages~~ not be liable for ~~recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event~~prepaid rentals, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative)security deposits and claims accruing during Landlord's ownership; further provided that the ~~Trustee~~ provisions of a mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to or destruction of the Leased Premises shall be prior and superior to any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this lease to any mortgage, deed of trust or other lien hereafter placed upon the premises and Tenant agrees upon demand to execute such further instruments subordinating this lease as Landlord may request; provided, however, that Landlord shall, as a condition to this Lease, obtain from any such mortgagee a written agreement that the rights of Tenant shall remain in full force and effect during the term of this lease so long as Tenant shall continue to recognize and perform all of the covenants and conditions of this lease. B. At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest in the premises has given Tenant written notice of its interest in this lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or other lien shall have received written notice of such default and a reasonable time (not less than 30 days) shall thereafter have lapsed without the default having been cured. C. Tenant agrees that it will from time to time but no ~~obligation~~ more often than semi-annually, upon request by Landlord execute and deliver to ~~record~~ Landlord a ~~Mortgage until the later of~~ written statement addressed to Landlord (~~i) twenty (20) Business Days following delivery of~~ or to a ~~properly executed Mortgage to the Trustee~~ party designated by Landlord), which statement shall identify Tenant and ~~(ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ this lease, shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to certify that this lease is unmodified and in ~~accordance with the Priority of Payments. For the avoidance of doubt~~full force and effect (or if there have been modifications, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the ~~same are valid~~name is in full force and effect as so modified), ~~binding~~shall confirm that Landlord is not in default as to any obligations of Landlord under this lease (or if Landlord is in default, ~~legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor~~ specifying any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liensdefault), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) confirm Tenant's agreements contained above ~~or anything else contained~~ in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureparagraph 19.

Appears in 2 contracts

Samples: Lease Agreement (Carlyle Golf Inc), Lease Agreement (Carlyle Golf Inc)

Mortgages. Subject to the provisions o[_] this Sublease and Condition 21 of the Master Lease, Sublessee shall have the right, at any time during the term of this Sublease, to encumber its estate in the Subleased Premises pursuant to one or more mortgages or deeds of trust (a"Subleasehold Mortgage") ~~Upon~~ only to provide financing as set forth herein. Any right granted to Sublessee to encumber its estate is the ~~occurrence~~ Subleased Premises through grant of a Subleasehold Mortgage ~~Preparation Event, the Master Issuer~~ shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages be subject to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement ~~is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided~~ that ~~the Trustee shall have no obligation to record a Mortgage until the later of~~ (i) ~~twenty~~ the maximum amount o(Pounds) any permanent or refinance Subleasehold Mortgage shall not exceed eighty percent (2080%) ~~Business Days following delivery~~ of ~~a properly executed Mortgage to~~ the ~~Trustee~~ appraised fair market value of the Subleased Premises; including the Facility; and (ii) the ~~Trustee’s Actual Knowledge~~ maximum amount of any permanent or refinance Subleasehold Mortgage on the land area of the Subleased Premises, excluding the Facility, shall not exceed one hundred percent (100%) of the total cost of any authorized capital improvements with ~ a ~~Rapid Amortization Event~~useful life in excess of five (5) years. ~~The Trustee may engage a third-party service provider (which~~ No Subleasehold Mortgage shall extend to or affect the fed, the reversionary interest or the estate of Sublessor and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises. No Subleasehold Mortgage shall be ~~reasonably acceptable~~ binding upon Sublessor and/or the Air Force in the enforcement of its rights and remedies herein and by law provided, unless, and until a copy thereof shall have been delivered to Sublessor and the Air Force and such mortgage is authorized under this Section 19.7. Sublessor and Sublessee agree that so long as any authorized Subleasehold Mortgage is a lien on Sublessee's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights: (1) If Sublessee shall have delivered to Sublessor prior written notice of the address of any Subleasehold Mortgagee, Sublessor will give to the ~~Control Party)~~ Subleasehold Mortgagee a copy of any notice under this Sublease at the time of giving such notice to ~~assist in delivering such Mortgages~~ Sublessee, and will give to the ~~applicable Governmental Authority and~~ Subleasehold Mortgagee notice received by Sublessor of any rejection of this Sublease by the ~~Trustee shall pay all Mortgage Recordation Fees~~ trustee in ~~connection with~~ bankruptcy of Sublessee or by Sublessee as debtor-in-possession. In such ~~recordation. The Trustee~~ case no termination of this Sublease or termination o[_] Sublessee's right of possession of the Subleased Premises or reletting of the Subleased Premises by Sublessor predicated on the giving of any notice shall be ~~reimbursed by~~ effective unless Sublessor gives to the ~~Master Issuer for any~~ Subleasehold Mortgagee written notice oz a copy of its notice to Sublessee of such default or termination, as the case may be. Notices, demands and ~~all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant~~ requests from Sublessor to ~~and in accordance with~~ the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee Subleasehold Mortgagee shall be ~~under any duty~~ mailed to the address given for Sublessor by certified or ~~obligation~~ registered mail and notices, demands and requests from the Subleasehold Mortgagee to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf Sublessor shall ~~in any way~~ be ~~liable for any delays~~ delivered in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in manner and to ~~each Contributed Owned Real Property and each New Owned Real Property, and~~ the ~~Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held~~ address as specified in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeArticle 23 hereof. (b2) ~~Notwithstanding~~ In the event of any default by Sublessee under the provisions of this Sublease, the Subleasehold Mortgagee will have the same concurrent grace periods as are given Sublessee for remedying such default or causing it to be remedied, plus, its each case, an additional period of thirty (30) days after the expiration thereof or after Sublessor has served a notice or a copy of a notice of default upon the Subleasehold Mortgagee, whichever is later. (3) In the event Sublessee shall default under any of the previsions of this Sublease, the Subleasehold Mortgagee, without prejudice to its rights against Sublessee, shall have the right to cure such default within the applicable grace periods provided for in the preceding paragraph of this Section ~~8.37(a) above~~ whether the same consists of the failure to pay rent or ~~anything else contained in this Base Indenture or~~ the failure to perform any other ~~Related Document~~matter or thing which Sublessee is hereby required to do of perform, and Sublessor shall accept such performance on the ~~aggregate amount of all Obligations~~ part of the ~~Master Issuer~~ Subleasehold Mortgagee as though the same had been done or performed by Sublessee. For such purpose Sublessor and ~~Wendy’s Properties secured~~ Sublessee hereby authorize the Subleasehold Mortgagee to enter upon the Subleased Premises and to exercise any of Sublessee's rights and powers under ~~any Indenture Document by~~ this Sublease, and subject to the ~~Debenture Restricted Assets shall not~~provisions of this Sublease, ~~at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets~~ under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.Subleasehold Mortgage,

Appears in 2 contracts

Samples: Sublease (Cabletron Systems Inc), Sublease (Aprisma Management Technologies Inc)

Mortgages. Owner shall have the right to grant, either in connection with original financing and/or renewals, replacements, refinancings and extensions thereof, a Mortgage encumbering all of the assets that comprise the Managed Properties (aany part thereof or any interest therein) ~~Upon~~ and, in furtherance thereof, to assign to any mortgagee (as collateral security for any loan secured by a Mortgage) and/or all of Owner’s right, title, and interest in and to this Agreement. Manager’s interests hereunder (and all Management Fees and/or the ~~occurrence~~ Termination Fee) shall be subordinate to any Mortgage placed on the Managed Properties by Owner pursuant to any Loan Documents and to any and all advances made or to be made thereunder, to the interest thereon, all renewals, replacements, refinancings and extensions thereof. The provisions of this Section 15.1 shall be self-operative and shall not require the execution of any further documentation; provided, however, Manager shall upon the request of such holder of such Mortgage, subordinate its rights under this Agreement, including its rights to be paid the Management Fees and the Termination Fee and its rights under Sections 13.1 and 13.2 with respect to a casualty or condemnation of the Managed Properties (but expressly excluding Manager’s rights under Section 13.4 in connection therewith), respectively, to such Mortgage, and shall deliver a subordination and attornment agreement to each holder of a Mortgage ~~Preparation Event~~satisfactory to such holder of a Mortgage. For avoidance of doubt, ~~the Master Issuer~~ Manager shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages not be required to ~~the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ return or reimburse Owner or any holder of a Mortgage ~~Recordation Event, the Trustee shall, at the direction~~ for all or any portion of the ~~Control Party~~Management Fees, ~~deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages~~ Termination Fees and/or Reimbursable Expenses paid to ~~the applicable recording office for recordation (unless such recordation requirement is waived~~ and received by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees Manager pursuant to and in accordance with the ~~Priority~~ terms of ~~Payments. For the avoidance of doubt~~this Agreement; provided, ~~Wendy’s Properties~~ however, that Manager shall not ~~be required to, and the Trustee may not, record or cause to be recorded~~ accept any ~~Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ payments of the ~~Controlling Class Representative). Neither the Trustee nor any custodian on behalf~~ Management Fees or Termination Fees in advance of ~~the Trustee shall be under any duty or obligation to inspect~~being earned or, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the ~~recordation~~ case of Reimbursable Expenses, actually incurred; provided, further, that if any Management Fees and/or Reimbursable Expenses due and owing to Manager are withheld pursuant to the terms of any Mortgage, ~~for~~ the ~~rejection of a Mortgage by~~ Base Management Fees and/or Reimbursable Expenses due and owing, but expressly excluding any ~~recording office or for the failure of any Mortgage~~ Incentive Management Fees, shall accrue to ~~create in favor of the Trustee, for~~ the benefit of ~~the Secured Parties, legal, valid~~ Manager (but may remain unpaid) and ~~enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy~~Manager’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction sole recourse for any non-payment of the ~~Manager~~Base Management Fee and/or any Reimbursable Expenses shall be as provided under Section 14.2(a) (including, without limitation, the ~~Trustee shall execute~~ right to terminate this Agreement as provided therein and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined seek remedies against Owner in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.Section 14.3

Appears in 2 contracts

Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)

Mortgages. ~~(a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer~~ The Borrower shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall applicable Pledged Collateral LLCs to execute and deliver ~~such Mortgages~~ to the Collateral Trustee, not later than 90 days after the Closing Date, Mortgages with respect to ~~be held for the benefit~~ real properties that constitute Credit Tenant Lease Assets owned by such Pledged Collateral LLCs comprising not less than 50% of the ~~Secured Parties in the event a~~ Borrowing Base Value of all Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative)Eligible Assets; provided that ~~the Trustee shall have no obligation to record a Mortgage until the later of~~ (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage~~ Mortgages shall not be required to ~~the Trustee and~~ be delivered with respect to any Mortgage-Exempt Asset, (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Mortgaged Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, ~~exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may~~ shall be ~~secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms~~ comprised of the ~~Unsecured Debenture Indenture, without requiring holders~~ highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the ~~Unsecured Debentures~~ delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be ~~equally and ratably secured in accordance with the terms~~ delivered solely because of a re-ranking of the ~~Unsecured Debenture Indenture~~Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 2.24 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.24 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.24, neither the Borrower nor any Grantor shall be required to deliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any Mortgaged Property or Mortgage thereon.

Appears in 2 contracts

Samples: Second Priority Credit Agreement (Istar Financial Inc), Second Priority Credit Agreement (Istar Financial Inc)

Mortgages. Each Franchise Entity shall, within ninety (a90) ~~Upon~~ days following the occurrence of a Mortgage Preparation Event with respect to any New Owned Real Property acquired by such Franchise Entity (and to the extent necessary, any Contributed Owned Real Property), execute and deliver to the Trustee, for the benefit of the Secured Parties, a mortgage or deed of trust in substantially the form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Contributed Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent for the benefit of the Secured Parties and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). The Trustee within five (5) Business Days of receiving direction of the Control Party will be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of unless such ~~Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a~~ Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control ~~Party, acting~~ Party (at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering ~~such~~ the Mortgages to the applicable Governmental Authority ~~and~~ with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event, the Franchise Entities shall exercise commercially reasonable efforts to deliver to the Trustee ~~shall pay all Mortgage Recordation Fees~~ (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in ~~connection with such recordation~~those states where a material amount of Contributed Owned Real Property and New Owned Real Property is located, as reasonably determined by the Securitization Entities. The Trustee shall be reimbursed by the ~~Master Issuer~~ Co-Issuers for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation ~~Fees~~ Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s Properties~~ the Franchise Entities shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation ~~Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative)~~Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens ~~on (subject to Permitted Liens)~~on, and security interests in, ~~Wendy’s Properties~~the Franchise Entities’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of ~~Wendy’s Properties~~the applicable Franchise Entity, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 2 contracts

Samples: Base Indenture (Dine Brands Global, Inc.), Base Indenture (Dine Brands Global, Inc.)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which This Lease shall be ~~reasonably acceptable~~ subordinate to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with such Mortgage Recordation Event~~deed of trust, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record mortgage or ~~cause to be recorded any Mortgage until the occurrence of~~ other security instrument (a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any "Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens"), and ~~security interests in~~any ground lease, ~~Wendy’s Properties’ right~~master lease, ~~title and interest in~~ or -------- primary lease (a "Primary Lease") that now or hereafter covers any portion of ------------- the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), and to ~~each Contributed Owned Real Property and each New Owned Real Property~~increases, -------------------- renewals, modifications, consolidations, replacements, and ~~the Proceeds~~ extensions thereof. ~~Upon~~ However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the ~~request~~ case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~Wendy’s Properties~~this Section 21 shall be self- operative, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage no further instrument shall be ~~returned~~ required to effect such subordination; however, Tenant shall from time to time within ten days after request therefor, execute any instruments that may be required by any Landlord's Mortgagee to evidence the ~~escrow agent directly~~ subordination of this Lease to ~~the Trustee~~any such Mortgage or Primary Lease. (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of rent made more than one month in advance. (d) Notwithstanding the provisions of this Section 21 and except as provided in the Nondisturbance, Attornment and Subordination Agreement executed by Tenant as provided below and Landlord's Mortgagee, so long as this Lease is in effect, Tenant's right of possession to the Premises and other rights arising out of this Lease shall not be affected or disturbed by any Landlord's Mortgagee in the exercise of its rights under the Mortgage, and in the event that any Landlord's Mortgagee shall agree to the sale of the ~~Master Issuer~~ Land pursuant to its exercise of any rights and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets remedies under the ~~Unsecured Debenture Indenture~~Mortgage or otherwise, ~~determined in accordance with~~ such sale shall be made subject to this Lease and the ~~terms~~ rights of the ~~Unsecured Debenture Indenture, without requiring holders~~ Tenant hereunder. (e) At the closing of Landlord's acquisition of the ~~Unsecured Debentures~~ Land and the Building, Tenant agrees to ~~be equally~~ execute and ~~ratably secured in accordance with~~ acknowledge the ~~terms~~ forms of ~~the Unsecured Debenture Indenture~~Nondisturbance, Attornment and Subordination Agreement and Lender Estoppel attached as Exhibits C-1 and C-2 and deliver them to Landlord.

Appears in 2 contracts

Samples: Commercial Lease Agreement (Metasolv Software Inc), Commercial Lease Agreement (Metasolv Software Inc)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which This Lease shall be ~~reasonably acceptable~~ subordinate to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with such Mortgage Recordation Event~~deed of trust, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record mortgage or ~~cause to be recorded any Mortgage until the occurrence of~~ other security instrument (a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any "Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens"), and ~~security interests in~~any ground lease, ~~Wendy’s Properties’ right~~master lease, ~~title and interest in~~ or -------- primary lease (a "Primary Lease") that now or hereafter covers any portion of ------------- the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), and to ~~each Contributed Owned Real Property and each New Owned Real Property~~increases, -------------------- renewals, modifications, consolidations, replacements, and ~~the Proceeds~~ extensions thereof. ~~Upon~~ However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the ~~request~~ case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~Wendy’s Properties~~this Section 21 shall be self-operative, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage no further instrument shall be ~~returned~~ required to effect such subordination; however, Tenant shall from time to time within ten days after request therefor, execute any instruments that may be required by any Landlord's Mortgagee to evidence the ~~escrow agent directly~~ subordination of this Lease to ~~the Trustee~~any such Mortgage or Primary Lease. (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of rent made more than one month in advance. (d) Notwithstanding the provisions of this Section 21 and except as provided in the Nondisturbance, Attornment and Subordination Agreement executed by Tenant as provided below and Landlord's Mortgagee, so long as this Lease is in effect, Tenant's right of possession to the Premises and other rights arising out of this Lease shall not be affected or disturbed by any Landlord's Mortgagee in the exercise of its rights under the Mortgage, and in the event that any Landlord's Mortgagee shall agree to the sale of the ~~Master Issuer~~ Land pursuant to its exercise of any rights and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets remedies under the ~~Unsecured Debenture Indenture~~Mortgage or otherwise, ~~determined in accordance with~~ such sale shall be made subject to this Lease and the ~~terms~~ rights of the ~~Unsecured Debenture Indenture~~Tenant hereunder. (e) Within thirty (30) days following the full execution of this Lease, ~~without requiring holders~~ Tenant agrees to execute and acknowledge the forms of ~~the Unsecured Debentures~~ Nondisturbance, Attornment and Subordination Agreement and Lender Estoppel attached as Exhibits C-1 and C-2 and deliver them to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~Landlord.

Appears in 2 contracts

Samples: Commercial Lease Agreement (Metasolv Software Inc), Commercial Lease Agreement (Metasolv Software Inc)

Mortgages. ~~(a) Upon~~ This Lease and Tenant's interest hereunder shall be subordinate to the ~~occurrence~~ lien of any Mortgage made by Landlord prior to the date of this Lease. This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, and if Landlord consents to such subordination, this Lease and Tenant's interest hereunder shall be subject and subordinate to the lien of such Mortgage and to all renewals, modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and interest thereon. Tenant agrees that, within ten days after receipt of a request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage ~~Preparation Event~~made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the ~~Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ lien of such Mortgage ~~Preparation Event~~and all renewals, ~~the Master Issuer shall deliver such Mortgages to the Trustee~~modifications, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs~~ replacements, consolidations and extensions thereof and all advances made thereunder and interest thereon, and Tenant shall, within ten (~~subject to Section 3.1(c)). Upon the occurrence~~ 10) days after receipt of a ~~Mortgage Recordation Event~~request therefor from Landlord, ~~the Trustee shall~~execute, ~~at the direction of the Control Party,~~ acknowledge and deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all ~~reasonable costs~~ documents and ~~expenses in connection with such Mortgage Recordation Event~~instruments confirming the priority of this Lease. In any event, ~~including all Mortgage Recordation Fees pursuant to and in accordance with~~ however, if this Lease shall have priority over the ~~Priority~~ lien of ~~Payments. For the avoidance of doubt~~a first Mortgage, ~~Wendy’s Properties~~ this Lease shall not ~~be required to~~become subject or subordinate to the lien of any subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the ~~Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ written consent of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeMortgagee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Deed of Lease (Guardian Technologies International Inc)

Mortgages. (a) Upon ~~the occurrence~~ request by any holder of a mortgage ("Mortgagee") which now or hereafter has a mortgage encumbering the Shopping Center ("Mortgage"), and provided the Mortgagee agrees to deliver to Tenant an agreement not to disturb Tenant's quiet enjoyment of the Premises as long as Tenant is not in default under this Lease, Tenant covenants and agrees to subordinate Tenant's rights under this Lease to such Mortgagee, and to any and all advances to be made under its Mortgage ~~Preparation Event~~and the interest thereon, ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases)~~and to all renewals, modifications, replacements, and extensions thereof. ~~Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages~~ Tenant also agrees that any Mortgagee may elect to have this Lease made prior to the ~~Trustee~~Mortgagee's Mortgage, ~~to be held for the benefit of the Secured Parties~~ and in the event a of such election and upon notification by any such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to any such Mortgage, whether this Lease is dated or filed prior to or subsequent to the date of the Mortgage. Tenant agrees to such modifications of this Lease as Mortgagee may request so long as such changes do not materially and adversely increase Tenant's obligation or decrease Landlord's obligations. (b) Tenant shall, in the event of the exercise of the power of sale or deed in lieu of foreclosure under any Mortgage ~~Recordation Event occurs (~~covering the Shopping Center, attorn to and recognize such purchaser as landlord under this Lease; provided that said purchaser shall not be liable for any act or omission of any prior landlord or be subject to ~~Section 3.1(c))~~any offsets or defenses which Tenant may have against any prior landlord. ~~Upon~~ Tenant further covenants and agrees that, should any party so succeeding to the ~~occurrence~~ interest of Landlord require a ~~Mortgage Recordation Event~~separate agreement of attornment regarding the matters covered by this Lease, and provided the ~~Trustee shall, at the direction~~ Mortgagee agrees to deliver to Tenant an agreement not to disturb Tenant's quiet enjoyment of the ~~Control Party~~Premises as long as Tenant is not in default under this Lease, ~~deliver~~ then Tenant shall promptly, upon request, enter into any such attornment agreement. Failure of Tenant to execute any statements, certificates or instruments necessary or desirable to effectuate the ~~Mortgages~~ provisions of this Paragraph within twenty (20) ~~Business Days following receipt~~ days after written request to do so by Landlord, shall constitute a breach of this Lease. Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such statements or instruments. (c) At any time and from time to time, Tenant agrees, upon request from Landlord, to execute, acknowledge and deliver to Landlord or any potential purchaser of the ~~properly executed Mortgages~~ Shopping Center, or to ~~the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party~~any mortgagee or potential mortgagee, ~~acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i)~~ within twenty (20) ~~Business Days~~ days after request, an estoppel certificate or statement in writing certifying to all or any part of the following ~~delivery of a properly executed Mortgage~~ information as Landlord shall request, to the ~~Trustee~~ extent such facts are true and ascertainable: (i) that this Lease constitutes the entire agreement between Landlord and Tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modification), (ii) the ~~Trustee’s Actual Knowledge~~ amounts of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority Minimum Rent, additional rent and other charges under this Lease and the ~~Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any~~ dates to which same have been paid, and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required tothat there are no prepaid rents or other sums hereunder, and the ~~Trustee~~ amount of security, if any, deposited with Landlord, (iii) that there are no defaults or offsets which Tenant has against enforcement of this Lease by Landlord, and (v) the actual Commencement Date and expiration date of this Lease. Tenant's certificate or statement shall also contain such other information as may ~~not, record~~ be reasonably or ~~cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived~~ customarily required by the ~~Control Party~~ present or potential landlord or mortgagee. Failure of Tenant to execute any statements, certificates or instruments necessary or desirable to effectuate the provisions of this Paragraph 26 within twenty (~~at the direction~~ 20) days after written request to do so by Landlord shall constitute a breach of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteethis Lease. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Master Lease Agreement (Cedar Income Fund LTD /Md/)

Mortgages. Sublessee shall not suffer or permit its interest in the Spa Property or the Spa to be subject to any mortgage or other lien, provided, however, that Sublessee shall be permitted to encumber the Spa Property with a mortgage (athe "Mortgage") ~~Upon~~ securing a principal sum not to exceed $1,000,000 to finance Sublessee's Work and the ~~occurrence~~ renovation of the Spa Property, bearing interest at a ~~Mortgage Preparation Event~~market rate of interest, maturing not later than 20 years after the date hereof. Although Sublessee shall have the right to encumber Sublessee's leasehold interest in the Spa Property created by this Sublease with a Spa Mortgage, the ~~Master Issuer~~ Spa Mortgage shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages be subject and subordinate to the ~~Trustee~~terms, conditions, covenants and provisions of the Prime Lease and any Permitted Mortgages (including the Existing Mortgage), and the respective rights and interests of Prime Lessor and Prime Lessee and the holder of the Permitted Mortgages thereunder, however, Sublessee shall be entitled to a non-disturbance agreement (similar to the type of Non-Disturbance Agreement to be ~~held~~ provided to the Prime Lessee under Section 13.3 of the Prime Lease), provided that Sublessee's non-disturbance agreement shall be conditioned upon there being no default under this Sublease or the Prime Lease. In no event shall Sublessor have any personal liability for payment of the indebtedness secured by the Spa Mortgage or for the ~~benefit~~ performance of any other obligation thereunder. Sublessee shall promptly fulfill and perform all obligations of Sublessee under the ~~Secured Parties in the event a~~ Spa Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the ~~Trustee~~ obligations secured thereby and shall ~~pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by~~ indemnify and hold harmless the ~~Master Issuer for~~ Sublessor of, from and against any and all ~~reasonable costs~~ loss, claim or damage which may be incurred by or threatened against Sublessee as a result of Sublessee's failure to promptly fulfill and ~~expenses in connection with such~~ perform all of its obligations under the Spa Mortgage ~~Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to,~~ and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteeobligations secured thereby. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Sublease (HMG Courtland Properties Inc)

Mortgages. (a) ~~Upon the occurrence~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a ~~Mortgage Preparation Event~~“Mortgage”) and any ground lease, ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ master lease, or primary lease (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~a “Primary Lease”) ~~days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit~~ that now or hereafter covers any portion of the ~~Secured Parties in~~ Premises (the ~~event a~~ mortgagee under any Mortgage ~~Recordation Event occurs (subject~~ or the lessor under any Primary Lease is referred to ~~Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event~~herein as “Landlord’s Mortgagee”) and to increases, ~~the Trustee shall~~renewals, ~~at the direction of the Control Party~~modifications, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Partyconsolidations, ~~acting at the direction of the Controlling Class Representative)~~replacements, and extensions thereof; provided that the ~~Trustee~~ foregoing subordination in respect of any Mortgage placed on the Premises after the date hereof shall ~~have no obligation~~ not become effective until and unless the holder of such Mortgage delivers to ~~record~~ Tenant a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a thirdnon-~~party service provider (which shall be~~ disturbance agreement in form reasonably acceptable to Landlord, Tenant and such holder (which may include Tenant’s agreement to attorn to such Landlord’s Mortgagee) permitting Tenant, if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in occupancy of the ~~Control Party~~Premises in the event of a foreclosure of any such Mortgage. However, any Landlord’s Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to ~~assist in~~ this Lease by delivering ~~such Mortgages~~ written notice thereof to ~~the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation~~Tenant. The ~~Trustee~~ provisions of this Section 21(a) shall be ~~reimbursed by~~ self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord’s Mortgagee evidencing the ~~Master Issuer for~~ subordination of this Lease to any ~~and all reasonable costs and expenses in connection with~~ such Mortgage ~~Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties~~ or Primary Lease (which instrument shall ~~not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of~~ include a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create commercially reasonable non-disturbance provision in favor of Tenant and shall be on Landlord’s Mortgagee’s standard form). Landlord shall use commercially reasonable efforts to deliver to Tenant a subordination, non-disturbance and attornment agreement from the ~~Trustee~~existing Landlord’s Mortgagee in favor of Tenant on such mortgagee’s standard form, ~~for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on~~ with such changes as are reasonably requested by Tenant (~~subject to Permitted Liens~~“SNDA”), prior to June 12, 2008. In the event Landlord fails to deliver the SNDA by June 12, 2008, Tenant, as Tenant’s sole and ~~security interests in~~exclusive remedy, ~~Wendy~~shall have the right to terminate this Lease by delivering written notice to Landlord on or before June 13, 2008 and prior to Landlord’s ~~Properties’ right, title and interest in and~~ delivery of such SNDA. Tenant agrees to ~~each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the~~ execute such fully executed SNDA upon request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeLandlord. (b) Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord’s Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Initial Improvements and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Healthtronics, Inc.)

Mortgages. ~~(a) Upon~~ In the ~~occurrence~~ event that the Loan Parties have not completed the Disposition of ~~a Mortgage Preparation Event~~the Specified Real Estate by September 30, 2020Upon Collateral Agent’s request, the ~~Master Issuer~~ Loan Parties shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Eventpromptly execute, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be ~~recorded any Mortgage until the occurrence of~~ executed, and delivered a Mortgage ~~Recordation Event that has not been waived by~~ pursuant to which the ~~Control~~ applicable Loan Party shall grant firstsecond priority (at subject only to the ~~direction of~~ Term Loan Agent’s Liens) Liens to the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the TrusteeCollateral Agent, for the benefit of the Secured Parties, ~~legal, valid and enforceable first priority Liens on (subject to Permitted Liens)~~in the Specified Real EstateProperty now or hereafter owned by each Loan Party, and ~~security interests in~~each of the other Mortgaged Property Support Documents, ~~Wendy’s Properties’ right, title~~ which Mortgages and other Mortgaged Property Support Documents shall not be required to be delivered prior to the date required by the last sentence of this clause (d). If any Loan Party shall acquire at any time or times hereafter any fee simple interest in ~~and to each Contributed Owned Real Property and each New Owned~~ other Real Property, ~~and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall~~ such Loan Party agrees promptly to execute and deliver to Collateral Agent, for its benefit and the benefit of the Lenders, as additional security and Collateral for the Obligations, a ~~release of mortgage~~ Mortgage in form and substance reasonably satisfactory to Collateral Agent covering such Real Property. All Mortgages shall be ~~held~~ duly recorded (at Borrower’s expense) in ~~escrow pending~~ each office where such recording is required to constitute a ~~closing of a sale of any Contributed Owned~~ valid Lien on the Real Property or covered thereby. In respect to any ~~New Owned~~ Mortgage, the Loan Parties shall deliver to Collateral Agent, at Borrowers’ expense, all Mortgaged Property Support Documents. Without limiting the foregoing, no Real ~~Property; provided that if such closing shall not occur, such release of mortgage~~ Property shall be ~~returned~~ Mortgaged Property or otherwise be taken as Collateral unless Lenders receive forty-five (45) days advance notice and each Lender confirms to the Administrative Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the ~~escrow agent directly~~ Flood Laws or as otherwise satisfactory to ~~the Trustee~~such Lender. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Credit Agreement (Armstrong Flooring, Inc.)

Mortgages. Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust at any time hereafter constituting a lien or charge upon the Premises or the improvements situated thereon or any of the Buildings or the Project, provided, however, that if the mortgagee, trustee or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Landlord represents that currently there is no mortgage or deed of trust encumbering the Premises. The provisions of this Paragraph 21 shall be self- operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, a commercially reasonable instrument from each of Landlord's mortgages, trustees, or holders evidencing the subordination of this Lease to any such mortgage or deed of trust (~~a) Upon~~ and Landlord will make best efforts to cause such instrument to include a commercially reasonable non-disturbance provision in favor of Tenant). Tenant shall not terminate this Lease or pursue any other remedy available to Tenant hereunder for any default on the ~~occurrence~~ part of ~~a Mortgage Preparation Event~~Landlord without first giving written notice by certified or registered mail, return receipt requested, to any mortgagee, trustee or holder of any such mortgage or deed of trust, the ~~Master Issuer shall cause~~ name and post office address of which Tenant has received written notice, specifying the ~~preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ default in reasonable detail and affording such mortgagee, trustee or holder a reasonable opportunity (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety~~ but in no event less than thirty (9030) days from the date of Tenant's notice of default to such ~~Mortgage Preparation Event~~mortgagee, ~~the Master Issuer shall deliver such Mortgages~~ trustee or holder, which 30-day period may overlap in whole or in part with Landlord's applicable cure period) to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shallmake performance, at ~~the direction of the Control Party~~its election, ~~deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office~~ for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of Landlord. Notwithstanding the ~~Trustee shall be under~~ foregoing, in an emergency, Tenant may pursue any ~~duty~~ remedy (other than termination) for a Landlord default before giving notice of such default to Landlord of Landlord's mortgagee, trustee or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteeholder. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Lease Agreement (Luminex Corp)

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a “Mortgage”) that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage is referred to herein as "Landlord's Mortgagee") and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage to this Lease by delivering written notice thereof to Tenant. The provisions of this Section 21 shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall use commercially reasonable efforts to deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the subordination of this Lease to any such Mortgagee or Primary Lease (which instrument shall include a ~~Mortgage Preparation Event, the Master Issuer~~ commercially reasonable non-disturbance provision in favor of Tenant and shall ~~cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases~~be on Landlord's Mortgagee's standard form). ~~Within ninety (90) days of such Mortgage Preparation Event~~Notwithstanding the foregoing, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties Tenant shall not be required ~~to, and the Trustee may not, record or cause~~ to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation subordinate to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, ~~for the rejection of a Mortgage by~~ nor shall this Lease be subordinate to any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Managerfuture Mortgage, the ~~Trustee shall execute and deliver a release~~ proceeds of ~~mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property~~ which were not used for acquisition of, or ~~any New Owned Real Property; provided that if such closing shall not occur~~improvements to, ~~such release of mortgage shall be returned by~~ the ~~escrow agent directly to the Trustee~~Premises. (b) ~~Notwithstanding Section 8.37(a) above~~ Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or ~~anything else contained~~ otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. If requested by Landlord's Mortgagee in ~~this Base Indenture or~~ writing, Tenant shall not seek to enforce any ~~other Related Document~~remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the ~~aggregate amount of all Obligations of~~ default in reasonable detail to the ~~Master Issuer~~ Mortgagee whose address has been given to Tenant, and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures affording such Landlord's Mortgagee a reasonable opportunity to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~perform Landlord's obligations hereunder.

Appears in 1 contract

Samples: Lease Agreement (Grande Communications Holdings, Inc.)

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage"), and any ground lease, master lease, or -------- primary lease (a "Primary Lease") that now or hereafter covers any portion of ------------- the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), and to increases, -------------------- renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~a Mortgage Preparation Event~~this Section 21 shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the ~~Master Issuer shall cause the preparation~~ subordination of ~~fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of~~ this Lease to any such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider or Primary Lease (which instrument shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of include a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create non-disturbance provision in favor of ~~the Trustee, for the benefit of the Secured Parties, legal, valid~~ Tenant and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be ~~returned by the escrow agent directly to the Trustee~~on Landlord's Mortgagee's standard form). (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Motive Communications Inc)

Mortgages. (a) Upon ~~the occurrence~~ receipt of a ~~Mortgage Preparation Event~~non-disturbance, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Eventattornment and subordination agreement, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which this Lease shall be ~~reasonably acceptable~~ subordinate to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with such Mortgage Recordation Event~~deed of trust, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record mortgage or ~~cause to be recorded any Mortgage until the occurrence of~~ other security instrument (a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens"MORTGAGE"), and ~~security interests in~~any ground lease, ~~Wendy’s Properties’ right~~master lease, ~~title and interest in~~ or primary lease (a "PRIMARY LEASE") that now or hereafter covers any portion of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGEE"), and to ~~each Contributed Owned Real Property and each New Owned Real Property~~increases, renewals, modifications, consolidations, replacements, and ~~the Proceeds~~ extensions thereof. ~~Upon~~ However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the ~~request~~ case may be) to this Lease by delivering written notice thereof to Tenant. Landlord shall use reasonable efforts to obtain a non-disturbance, attornment and subordination agreement from the current Landlord's Mortgagee, substantially in the form of ~~Wendy’s Properties~~Exhibit G attached hereto, ~~and at~~ within 10 business days from the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trusteedate hereof. (b) ~~Notwithstanding~~ Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and Tenant's receipt of documentation confirming such party's interest in the Premises and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant's obligation to attorn to any future Landlord's Mortgagee under this Section ~~8.37(a) above or anything else contained~~ 21 shall be conditioned upon such future Landlord's Mortgagee's execution and delivery of a non-disturbance, attornment and subordination agreement substantially in ~~this Base Indenture or any other Related Document,~~ the ~~aggregate amount of all Obligations~~ form of the ~~Master Issuer~~ non-disturbance, attornment and ~~Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined~~ subordination agreement executed in ~~Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance~~ connection with the ~~terms~~ execution of ~~the Unsecured Debenture Indenture~~this Lease attached hereto as Exhibit G. Tenant shall execute and deliver any such non-disturbance, ~~without requiring holders of the Unsecured Debentures to be equally~~ attornment and ~~ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~subordination agreement within ten (10) days after Landlord's request therefor.

Appears in 1 contract

Samples: Commercial Lease Agreement (Advance Paradigm Inc)

Mortgages. On or prior to the New Mortgage Deadline or, if requested by the Borrower and agreed to by the Agent in its reasonable discretion with respect to one or more New Mortgage Properties that do not exceed in value (as determined on the basis of the "2003 Budget EBITDA with Cliff" assigned to each New Mortgage Property in the Strategic Review) 40% of the aggregate value (so determined) of all New Mortgage Properties, such other date or dates (which shall not, except in the case of New Mortgage Properties that do not exceed in value (so determined) 15% of the aggregate value (so determined) of all New Mortgage Properties, be later than the ninetieth day after the Amendment No. 4 Effective Date) (each, an "EXTENDED NEW MORTGAGE DEADLINE") as the Borrower and the Agent shall agree: (a) ~~Upon~~ the ~~occurrence~~ owner of each New Mortgage Property shall have delivered to the Agent duly executed counterparts of a New Mortgage ~~Preparation Event~~in respect of each New Mortgage Property owned by it; (b) the Borrower shall deliver, or cause to be delivered, to the Agent legal opinions of local counsel reasonably satisfactory to the Agent with respect to each of the New Mortgages, which legal opinion shall be in form and substance reasonably satisfactory to the Agent; (c) the Borrower shall deliver, or cause to be delivered, to the Agent evidence satisfactory to the Agent that such action (including, without limitation, the ~~Master Issuer~~ filing of appropriately completed Uniform Commercial Code financing statements and the recording of Mortgages) as may be necessary or as the Agent shall have reasonably requested to perfect the Liens created pursuant to the New Mortgages shall have been taken, or that arrangements therefor satisfactory to the Agent shall have been made; (d) the Borrower shall deliver, or cause to be delivered, to the ~~preparation~~ Agent policies of ~~fully executed~~ title insurance (or commitments therefor with all conditions marked satisfied), in form and substance satisfactory to the Agent and issued by an insurance company or companies as are acceptable to the Agent (the "TIC"), insuring the perfection, enforceability and priority of the Liens on the New Mortgage Property created under the New Mortgages ~~for recordation against~~ in amounts not less than 110% of the ~~Real Estate Assets~~ product of 5 multiplied by the "2003 Budget EBITDA with Cliff" assigned to such New Mortgage Property in the Strategic Review, subject only to such exceptions as are reasonably satisfactory to the Agent, containing such endorsements (~~excluding~~ other than endorsements that would require a new survey or survey update) and affirmative assurances as have been previously agreed to by, or are otherwise satisfactory to, the ~~Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ Agent, and reinsured in amounts and under reinsurance agreements in form and substance satisfactory to the Agent; and the Borrower shall have paid or made arrangements satisfactory to the Agent to pay to the TIC all expenses and premiums of the TIC in connection with the issuance of such ~~Mortgage Preparation Event, the Master Issuer~~ policies and in addition shall ~~deliver such Mortgages~~ have paid or made arrangements satisfactory to the ~~Trustee~~Agent to pay to the TIC an amount equal to the recording and stamp taxes payable in connection with recording the New Mortgages in the appropriate county land offices; provided that, if with respect to ~~be held for the benefit~~ any New Mortgage Property there are encumbrances of record, as of the ~~Secured Parties~~ New Mortgage Deadline (or, in the ~~event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ case of a New Mortgage ~~Recordation Event~~Property as to which the Agent shall have consented to an Extended New Mortgage Deadline, ~~the Trustee shall, at the direction~~ as of the ~~Control Party, deliver the Mortgages within twenty (20~~Extended New Mortgage Deadline in respect of such New Mortgage Property) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be are not reasonably acceptable to the ~~Control Party) to assist~~ Administrative Agent, then unless the Administrative Agent, in ~~delivering~~ its reasonable discretion, enters into a letter agreement with the Borrower, the owner of the New Mortgaged Property and the TIC setting forth such ~~Mortgages~~ encumbrances and providing for the removal of such encumbrances and the execution and delivery of documentation evidencing such removal by the applicable Cure Date, the Administrative Agent shall accept a New Mortgage on a substitute property as described in the proviso to the ~~applicable Governmental Authority~~ definition of New Mortgage Property set forth in Section 1.01 hereof (and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance title insurance complying with the ~~Priority~~ provisions of ~~Payments. For~~ this clause (d)) in lieu of such New Mortgage Property; (e) the ~~avoidance of doubt~~Borrower shall deliver, ~~Wendy’s Properties shall not be required to, and the Trustee may not, record~~ or cause to be ~~recorded~~ delivered, to the Agent copies of file search reports from the Uniform Commercial Code filing office in each jurisdiction (i) in which is located any ~~Mortgage until~~ Collateral (other than Pledged Stock) subject to a New Mortgage, (ii) in which is located the ~~occurrence~~ chief executive office of ~~a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ any Subsidiary of the ~~Controlling Class Representative). Neither the Trustee nor~~ Borrower that owns or holds any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title ~~and~~ or interest in any property that constitutes Collateral (other than the Pledged Stock) subject to a New Mortgage or (iii) in which any such Subsidiary is located (within the meaning of Section 9-307 of the UCC), setting forth the results of Uniform Commercial Code file searches conducted in the name of the Borrower or such Subsidiary, as the case may be; (f) the Borrower shall deliver, or cause to be delivered, to the Agent all documents the Agent may reasonably request relating to the existence of each Subsidiary of the Borrower party to any New Mortgage, the corporate authority for and ~~to each Contributed Owned Real Property and each~~ the validity of the New ~~Owned Real Property~~Mortgages, and ~~the Proceeds thereof. Upon the request of Wendy’s Properties~~any other matters relevant thereto, all in form and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly substance satisfactory to the ~~Trustee.~~Agent; and (bg) ~~Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any~~ the Borrower shall have paid all other ~~Related Document~~costs, ~~the aggregate amount of all Obligations of the Master Issuer~~ fees and ~~Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness~~ expenses (~~as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture~~including, without ~~requiring holders of~~ limitation, mortgage recording, intangibles or documentary stamp on similar taxes, reasonable legal fees and expenses) payable to the ~~Unsecured Debentures~~ Agent with respect to ~~be equally and ratably secured~~ the New Mortgages, in ~~accordance with~~ each case invoiced prior to the ~~terms of~~ New Mortgage Deadline or the ~~Unsecured Debenture Indenture~~Extended New Mortgage Deadline, as applicable.

Appears in 1 contract

Samples: Credit Agreement (Beverly Enterprises Inc)

Mortgages. a. Lessee acknowledges that Lessor shall execute and deliver one or more mortgages with respect to its interest in the Premises and Ground Lease Property (aeach a "Mortgage") ~~Upon~~ in order to secure Permitted Financing and, in connection therewith, shall assign its interest in and to this Lease. If either Lessor or the ~~occurrence~~ mortgagee, grantee or trustee under any such Mortgage provides written notice to Lessee of ~~a Mortgage Preparation Event,~~ the ~~Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ existence of such Mortgage ~~Preparation Event~~and the address of the mortgagee, grantee or trustee thereunder for the ~~Master Issuer~~ service of notices, such mortgagee, grantee or trustee, or a shareholder, director, officer, partner (general or limited) or member of any of the foregoing, shall ~~deliver such Mortgages~~ be deemed to be a "Mortgage Lender" hereunder and entitled to the ~~Trustee~~rights and protections afforded a Mortgage Lender in this Lease. b. If any Mortgage Lender or a person designated by such Mortgage Lender shall either become the owner of the Property upon the exercise of any remedy provided for in the Mortgage, such Mortgage Lender or such person shall have the right to assign to any person this Lease or such new lease upon notice to Lessee, without obtaining the consent or approval of Lessee. c. No surrender (except a surrender upon the expiration of the Term) by Lessee to Lessor of this Lease, or of the Premises and Ground Lease Property or any part thereof, or of any interest therein, and no termination of this Lease, may occur, nor shall any of the terms hereof be amended, modified, changed or cancelled, without the prior written consent of the Mortgage Lender, which consent shall not be unreasonably withheld, conditioned or delayed. d. No Mortgage Lender shall become personally liable for the performance or observance of any covenants or conditions to be ~~held~~ performed or observed by Lessor. e. In the event Mortgage Lender imposes a written condition to closing on a loan secured by a Mortgage that the Lease be amended in one or more specific respects and Lessor determines to so amend this Lease, Lessee shall promptly execute an amendment to this Lease in the form required by Lessor, provided such amendment does not increase any of the financial or other obligations of Lessee or materially reduce the obligations of Lessor hereunder. f. Lessee covenants and agrees to furnish to Mortgage Lender as soon as practicable after the end of each fiscal quarter of Lessee, and in no event later than forty-five (45) days thereafter, internally prepared financial statements of Lessee for such quarter consisting of the balance sheets of Lessee as of the end of such quarter and the related statements of income and cash flows for the ~~benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event~~quarter, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived accompanied by the ~~Control Party~~certificate of Lessee's chief financial officer (or equivalent), ~~acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of~~ certifying (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee~~ that such financial statements were prepared in accordance with generally accepted accounting principles; and (ii) that no Event of Default has occurred and is continuing under this Lease, or if such Event of Default is continuing, how Lessee proposes to cure the ~~Trustee’s Actual Knowledge~~ same. g. Lessee covenants and agrees to furnish to Mortgage Lender as soon as practicable after the end of each fiscal year, and in no event later than one hundred twenty (120) days thereafter, audited financial statements of Lessee for such fiscal year consisting of the balance sheets of Lessee as of the end of such fiscal year and the related statements of income and cash flows for the fiscal year then ended, setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by a ~~Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be~~ certified public accountant reasonably acceptable to Mortgage Lender, accompanied by such accountant's unqualified opinion as to such financial statements and a copy of the ~~Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees~~ management letter issued in connection with such ~~recordation. The Trustee shall be reimbursed~~ accountant's audit thereof, and accompanied by the ~~Master Issuer~~ certificate of the chief financial officer of Lessee (or the equivalent) that such statements fairly present the financial position, results of operations and cash flows of Lessee as of such date and for ~~any~~ such fiscal year and ~~all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and~~ were prepared in accordance with ~~the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to,~~ generally accepted accounting principles. h. Lessee covenants and ~~the Trustee may not, record or cause~~ agrees to ~~be recorded any~~ promptly notify Mortgage ~~until~~ Lender with respect to (i) the occurrence of ~~a Mortgage Recordation Event~~ any event that materially adversely affects Lessee, its properties, financial position or ability to conduct its business operations in substantially the manner and level contemplated to be conducted as of the date of this Lease, (ii) any modification of any law, regulation or ordinance of the State of Indiana, or any agency or political subdivision thereof, that has ~~not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian~~ a material adverse effect on ~~behalf of the Trustee shall be under any duty or obligation~~ Lessee's ability to ~~inspect, review or examine any such Mortgages~~ maintain its gaming license or to ~~determine that~~ conduct its gaming business at its present location, and (iii) the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation commencement of any ~~Mortgage~~action, ~~for the rejection of a Mortgage by~~ suit or proceeding before any ~~recording office~~ court or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property arbitrator or any ~~New Owned Real Property; provided that if such closing shall not occur~~governmental department, ~~such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above~~ board, agency or ~~anything else contained in this Base Indenture~~ other instrumentality affecting Lessee or any ~~other Related Document~~property of Lessee in which an adverse determination or result would have a material adverse effect on the business, operations, property or condition (financial or otherwise) of Lessee or on the ~~aggregate amount~~ ability of ~~all Obligations~~ Lessee to perform its obligations under this Lease, stating the nature and status of ~~the Master Issuer~~ such event, amendment, action, suit or proceeding and ~~Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (~~providing such additional information as ~~defined in Annex B) that~~ Mortgage Lender may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenturereasonably request.

Appears in 1 contract

Samples: Parking Lease (Majestic Star Casino LLC)

Mortgages. (a) ~~Upon the occurrence~~ This Lease shall he subordinate to any deed of trust, mortgage or other security instrument (a ~~Mortgage Preparation Event~~“Mortgage”), ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ and any ground lease, master lell9e, or primary lease (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~a “Primary Lease”) ~~days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit~~ that now or hereafter covers any portion of the ~~Secured Parties in~~ Premises (the ~~event a~~ mortgagee under any Mortgage ~~Recordation Event occurs~~ or the lessor under any Primary Lease is referred to herein as “Landlord's Mortgagee”), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (~~subject~~ as the case may he) to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages this Lease by delivering written notice thereof to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization EventTenant. The ~~Trustee may engage a third-party service provider (which~~ provisions of this Section 20 shall be self-operative, and no further instrument shall be required to effect such subordination; however, Tenant shall from time to time within ten business days after request therefor, execute any instruments that may be reasonably required by any Landlord's Mortgagee and reasonably acceptable to Tenant to evidence the ~~Control Party)~~ subordination of this Lease to ~~assist in delivering~~ any such ~~Mortgages to the applicable Governmental Authority~~ Mortgage or Primary Lease, and ~~the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee~~ Tenant shall be ~~reimbursed by~~ entitled to negotiate the ~~Master Issuer for~~ terms and conditions of the same with Landlord's Mortgagee. Notwithstanding the foregoing, the subordination of this Lease and Tenant's obligation to subordinate to any Mortgage or Primary Lease shall be subject to receipt of a Nondisturbance and ~~all reasonable costs~~ Attornment Agreement, reasonably acceptable to Tenant, and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties Tenant shall not be ~~required to, and the Trustee may not, record or cause~~ obligated to ~~be recorded~~ execute any ~~Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ document which alters any material provision of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeLease. (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Notwithstanding ~~Section 8.37(a) above or anything else contained in this Base Indenture or~~ the foregoing, Tenant shall not be obligated to execute any ~~other Related Document, the aggregate amount of all Obligations~~ document which alters any material provision of the ~~Master Issuer~~ Lease. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and ~~Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets~~ affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder, which shall ~~not, at any time,~~ not exceed the ~~Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets~~ cure periods provided to Landlord under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenturethis Lease.

Appears in 1 contract

Samples: Lease Agreement (Thorne Healthtech, Inc.)

Mortgages. Each Franchise Entity shall, within ninety (a90) ~~Upon~~ days following the occurrence of a Mortgage Preparation Event with respect to any New Owned Real Property acquired by such Franchise Entity, execute and deliver to the Control Party (with a copy to the Trustee), for the benefit of the Secured Parties, a mortgage or deed of trust in form reasonably acceptable to the Issuer, the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such New Owned Real Property, to be held in escrow by the Control Party or its agent for the benefit of the Secured Parties and recorded by the Control Party or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). The Control Party within five (5) Business Days of receiving direction of the Controlling Class Representative will be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of unless such ~~Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a~~ Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control ~~Party, acting~~ Party (at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The ~~Trustee~~ Control Party may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering ~~such~~ the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event (or such additional time as my be required if the Franchise Entities are pursuing such items with commercially reasonable efforts), the Franchise Entities shall exercise commercially reasonable efforts to deliver to the Control Party and the Trustee ~~shall pay all Mortgage Recordation Fees~~ (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in ~~connection with such recordation~~those states where a material amount of New Owned Real Property is located, as reasonably determined by the Securitization Entities. The ~~Trustee~~ Control Party shall be reimbursed by the ~~Master~~ Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation ~~Fees~~ Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s Properties~~ the Franchise Entities shall not be required to, and the ~~Trustee~~ Control Party may not, record or cause to be recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation ~~Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative)~~Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens ~~on (subject to Permitted Liens)~~on, and security interests in, ~~Wendy’s Properties~~the Franchise Entities’ right, title and interest in and to ~~each Contributed Owned Real Property and~~ each New Owned Real Property, and the Proceeds thereof. Upon the request of ~~Wendy’s Properties~~the applicable Franchise Entity, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any ~~Contributed Owned Real Property or any~~ New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Base Indenture (Fat Brands, Inc)

Mortgages. This Lease is subject and subordinate to all ground or underlying leases and to any mortgage, deed of trust, security interest, or title retention interest affecting the Land, Building or Project (athe "Mortgage") ~~Upon~~ and to all renewals, modifications, consolidations, replacements and extensions thereof; provided that as a condition to such subordination to a Mortgage, Tenant shall receive (and agrees to execute) a non-disturbance agreement reasonably acceptable to Tenant which shall provide, among other things, that in no event shall Tenant's possession of the ~~occurrence~~ Premises or any of its rights and privileges hereunder be disturbed or interfered with by such Mortgagee or purchaser upon foreclosure as long as Tenant is not in Default under the terms of this Lease and agrees to attorn to such Mortgagee or purchaser when requested to do so by such party. This subordination shall be self-operative; however, in confirmation thereof, Tenant shall, within ten (10) days after receipt thereof, execute any instrument reasonably acceptable to Tenant that Landlord or any holder of any note or obligation secured by a Mortgage ~~Preparation Event~~(the "Mortgagee") may request confirming such subordination. Notwithstanding the foregoing, before any foreclosure sale under a Mortgage, the ~~Master Issuer~~ Mortgagee shall ~~cause~~ have the ~~preparation of fully executed Mortgages for recordation against~~ right to subordinate the ~~Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such~~ Mortgage ~~Preparation Event~~to this Lease, ~~the Master Issuer shall deliver such Mortgages to the Trustee~~and, ~~to be held for the benefit of the Secured Parties~~ in the event ~~a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ of a ~~Mortgage Recordation Event~~foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord the ~~Trustee~~ purchaser of Landlord's interest under this Lease. Tenant shall, at upon the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery request of a ~~properly executed Mortgage to the Trustee~~ Mortgagee or purchaser at foreclosure, execute, acknowledge and ~~(ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be~~ deliver any instrument reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event Tenant that has ~~not been waived by~~ for its purpose and effect the ~~Control Party (at the direction~~ subordination of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure lien of any Mortgage to ~~create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject~~ this Lease or Tenant's attornment to ~~Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof~~such purchaser. ~~Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee~~ Landlord shall ~~execute~~ obtain and deliver to Tenant a ~~release~~ subordination, non-disturbance and attornment agreement executed by the current Mortgagee in the form attached hereto as Exhibit F on or before thirty (30) days after the date of ~~mortgage~~ final execution and delivery of this Lease. In the event that Landlord fails to ~~be held in escrow pending a closing~~ obtain and deliver such document to Tenant on or before the expiration of ~~a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if~~ such ~~closing shall not occur~~thirty-day period, ~~such release of mortgage~~ then Tenant shall be ~~returned by the escrow agent directly~~ entitled to ~~the Trustee~~terminate this Lease. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Office Lease (Taylor Capital Group Inc)

Mortgages. ~~(a) Upon~~ 10.2.1 Although the ~~occurrence~~ Lessee may Mortgage its interest in this Lease without the consent of the Lessor and the Locatee, no Mortgage is valid until the proposed Mortgagee has entered into a Mortgage Acknowledgement Agreement, substantially in the form attached as Schedule D, with any changes as may be agreed to by the Parties and the Mortgagee. 10.2.2 The Lessee will ensure that any Mortgage does not conflict with the terms of this Lease and, by complying with such Mortgage, the Lessee will not be in default of this Lease. 10.2.3 If the Lessee defaults on an obligation in a Mortgage, then the Lessor or the Locatee may cure the default under the Mortgage on the Lessee’s behalf and all expenses incurred by such Party to cure such default are payable by the Lessee as Additional Rent or Locatee Fees, as the case may be. 10.2.4 If the Lessee defaults on an obligation in this Lease, then: 10.2.4.1 any default notice issued by a Party under section 11 will not be valid for any purpose unless and until a copy of such notice is also provided to all Mortgagees of valid Mortgages; and 10.2.4.2 a Mortgagee of a valid Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record cure or cause to be ~~recorded any Mortgage until the occurrence~~ cured a default of ~~a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian~~ this Lease on behalf of the ~~Trustee shall~~ Lessee within the time period specified in this Lease or in the applicable default notice, whichever is greater, from the date of delivery of the notice to the Mortgagee. 10.2.5 A Mortgagee may exercise all of its rights and remedies with respect to this Lease and the Lessee’s leasehold interest in the Premises, including the right to sell or assign the Lease, on the condition that the sale or assignment will not be valid without the consent of each of the Lessor and the Locatee and until the proposed assignee has entered into an Assignment Consent Agreement, substantially in the form attached as Schedule C, with any changes as may be agreed to by the Parties and the assignee. 10.2.6 If the Lessee defaults on an obligation in this Lease, then: 10.2.6.1 any default notice issued by a Party under section 11 will not be valid for any ~~duty~~ purpose unless and until a copy of such notice is also provided to all Mortgagees of valid Mortgages; 10.2.6.2 a Mortgagee of a valid Mortgage may cure or ~~obligation~~ cause to ~~inspect~~be cured a default of this Lease on behalf of the Lessee within the time period specified in this Lease or in the applicable default notice, ~~review~~ whichever is greater, from the date of delivery of the notice to the Mortgagee; and 10.2.6.3 if the Mortgagee notifies each of the Lessor and the Locatee within the cure period that the Mortgagee has taken or ~~examine~~ intends to take formal proceedings to enforce its Mortgage and protect its position, then: 10.2.6.3.1 the Mortgagee will have sufficient time to pursue such proceedings to their conclusion, acting expeditiously, to enforce its Mortgage and protect its position; 10.2.6.3.2 once such proceedings are commenced, the Lessor and the Locatee will not exercise any of their respective remedies (except for their respective rights to cure in accordance with sections 11.1.3 and 11.3.3), on the condition that the Mortgagee actively prosecutes such proceedings to their conclusion; and 10.2.6.3.3 if, upon the conclusion of such proceedings, the rights of the Lessee have been released to the Mortgagee or foreclosed or sold, then, on the condition that all previous defaults under this Lease that are capable of being cured have been fully cured, the Mortgagee or, subject to section 10.2.4.2, the purchaser will become the Lessee. 10.2.7 Notwithstanding anything contained in this Lease, all obligations to construct Improvements in this Lease will not apply to a Mortgagee of a valid Mortgage during a period in which the Mortgagee is exercising its rights under section 10.2.6.3. 10.2.8 A Mortgagee may exercise all of its rights and remedies with respect to this Lease and the Lessee’s leasehold interest in the Premises, including the right to sell or assign the Lease or to appoint a receiver of the Lessee or a receiver of the Premises (either by appointment under a security instrument or by an appointment by a court order) and take possession and administer the Premises (including with respect to the collection of rents and realizing any other rights or benefits of the Lessee in respect of the Premises), on the condition that, if the Mortgagee exercises any such ~~Mortgages~~ power of sale or ~~to determine that~~ assignment, then the ~~same are valid~~sale or assignment will not be valid without the consent of each of the Lessor and the Locatee and until the proposed assignee has entered into an Assignment Consent Agreement, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays substantially in the ~~recordation~~ form attached as Schedule C, with any changes as may be agreed to by the Parties and the assignee. 10.2.9 The Lessee will not surrender any part of ~~any Mortgage, for~~ this Lease or the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real PropertyPremises, and the ~~Proceeds thereof. Upon~~ Lessor and the ~~request~~ Locatee will not accept any such surrender, without the prior written consent of ~~Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing~~ each Mortgagee of a ~~sale~~ valid Mortgage. 10.2.10 Notwithstanding any other provisions of this Lease, a Mortgagee will not be responsible for the Lessee’s obligations in this Lease, including any ~~Contributed Owned Real Property~~ requirement to take out or maintain insurance or any ~~New Owned Real Property; provided that if such closing shall not occur~~requirement to indemnify, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer unless and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.until either:

Appears in 1 contract

Samples: Lease Agreement

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage") and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee") and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~a Mortgage Preparation Event~~this Section 21(a) shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the ~~Master Issuer shall cause the preparation~~ subordination of ~~fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of~~ this Lease to any such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider or Primary Lease (which instrument shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all include a commercially reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create non-disturbance provision in favor of ~~the Trustee, for the benefit of the Secured Parties, legal, valid~~ Tenant and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be ~~returned by the escrow agent directly to the Trustee~~on Landlord's Mortgagee's standard form). (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Major League Football Inc)

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "MORTGAGE"), and any ground lease, master lease, or primary lease (a "PRIMARY LEASE") that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGEE"), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~a Mortgage Preparation Event~~this Section 21. shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the ~~Master Issuer shall cause the preparation~~ subordination of ~~fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of~~ this Lease to any such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider or Primary Lease (which instrument shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of include a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create non-disturbance provision in favor of ~~the Trustee, for the benefit of the Secured Parties, legal, valid~~ Tenant and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be ~~returned by the escrow agent directly to the Trustee~~on Landlord's Mortgagee's standard form). (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Shell or Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Ixc Communications Inc)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within~~ each Securitization Entity shall, within ninety (90) days of after such Mortgage Preparation Event, ~~the Master Issuer shall~~ prepare, execute and deliver ~~such Mortgages~~ to the Trustee, ~~to be held~~ for the benefit of the Secured ~~Parties~~ Parties, a properly executed Mortgage with respect to each Securitization-Owned Real Property owned by such Securitization Entity, to be held in escrow by the ~~event~~ Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation ~~Event occurs~~ Event. (~~subject to Section 3.1(c)).~~ b) Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the ~~properly executed~~ Mortgages to the applicable ~~recording office~~ Governmental Authority for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a ~~Rapid Amortization~~ Mortgage Recordation Event. . (c) The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority for recordation and the Trustee shall pay all Mortgage ~~Recordation~~ Trustee Fees in connection with such recordation. ~~The~~ All Mortgage Trustee Fees shall be ~~reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees~~ paid pursuant to ~~and in accordance with~~ the Priority of Payments. . (d) For the avoidance of doubt, ~~Wendy’s Properties~~ the Securitization Entities shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation ~~Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative)~~Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable first priority ~~Liens on~~ (subject to Permitted Liens)) Lien on, and security ~~interests~~ interest in, ~~Wendy~~the applicable Securitization Entity’s ~~Properties’~~ right, title and interest in and to each ~~Contributed Owned Real Property and each New~~ Securitization-Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Base Indenture (Vale Merger Sub, Inc.)

Mortgages. Each Franchise Entity shall, within one hundred and eighty (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90180) days after the Closing Date with respect to each Contributed Owned Real Property owned by such Franchise Entity and within one hundred and twenty (120) days after the acquisition of any New Owned Real Property acquired by such ~~Mortgage Preparation Event~~Franchise Entity on or after the Closing Date, ~~the Master Issuer shall~~ execute and deliver ~~such Mortgages~~ to the Trustee, ~~to be held~~ for the benefit of the Secured ~~Parties~~ Parties, a mortgage or deed of trust in substantially the ~~event~~ form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Contributed Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event ~~occurs~~ (subject to Section 3.1(c)) hereof). Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, ~~deliver the Mortgages~~ record promptly within twenty (20) Business Days ~~following receipt~~ of the ~~properly executed~~ occurrence of such Mortgage Recordation Event all such Mortgages to with the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization EventGovernmental Authority. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering ~~such~~ the Mortgages to the applicable Governmental Authority ~~and~~ with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event, the Franchise Entities shall exercise commercially reasonable efforts to deliver to the Trustee ~~shall pay all Mortgage Recordation Fees~~ (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in ~~connection with such recordation~~those states where a material amount of Contributed Owned Real Property and New Owned Real Property is located, as reasonably determined by the Securitization Entities. The Trustee shall be reimbursed by the ~~Master Issuer~~ Co-Issuers for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation ~~Fees~~ Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s Properties~~ the Franchise Entities shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation ~~Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative)~~Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens ~~on (subject to Permitted Liens)~~on, and security interests in, ~~Wendy’s Properties~~the Franchise Entities’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of ~~Wendy’s Properties~~the applicable Franchise Entity, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Base Indenture (DineEquity, Inc)

Mortgages. a. Lessee acknowledges that Lessor shall execute and deliver one or more mortgages with respect to its interest in the Premises and Ground Lease Property (aeach a "Mortgage") ~~Upon~~ in order to secure Permitted Financing and, in connection therewith, shall assign its interest in and to this Lease. If either Lessor or the ~~occurrence~~ mortgagee, grantee or trustee under any such Mortgage provides written notice to Lessee of ~~a Mortgage Preparation Event,~~ the ~~Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ existence of such Mortgage ~~Preparation Event~~and the address of the mortgagee, grantee or trustee thereunder for the ~~Master Issuer~~ service of notices, such mortgagee, grantee or trustee, or a shareholder, director, officer, partner (general or limited) or member of any of the foregoing, shall ~~deliver such Mortgages~~ be deemed to be a "Mortgage Lender" hereunder and entitled to the ~~Trustee~~rights and protections afforded a Mortgage Lender in this Lease. b. If any Mortgage Lender or a person designated by such Mortgage Lender shall either become the owner of the Property upon the exercise of any remedy provided for in the Mortgage, such Mortgage Lender or such person shall have the right to assign to any person this Lease or such new lease upon notice to Lessee, without obtaining the consent or approval of Lessee. c. No surrender (except a surrender upon the expiration of the Term) by Lessee to Lessor of this Lease, or of the Premises and Ground Lease Property or any part thereof, or of any interest therein, and no termination of this Lease, may occur, nor shall any of the terms hereof be amended, modified, changed or cancelled, without the prior written consent of the Mortgage Lender, which consent shall not be unreasonably withheld, conditioned or delayed. d. No Mortgage Lender shall become personally liable for the performance or observance of any covenants or conditions to be ~~held~~ performed or observed by Lessor. e. In the event Mortgage Lender imposes a written condition to closing on a loan secured by a Mortgage that the Lease be amended in one or more specific respects and Lessor determines to so amend this Lease, Lessee shall promptly execute an amendment to this Lease in the form required by Lessor, provided such amendment does not increase any of the financial or other obligations of Lessee or materially reduce the obligations of Lessor hereunder. f. Lessee covenants and agrees to furnish to Mortgage Lender as soon as practicable after the end of each fiscal quarter of Lessee, and in no event later than forty-five (45) days thereafter, internally prepared financial statements of Lessee for such quarter consisting of the balance sheets of Lessee as of the end of such quarter and the related statements of income and cash flows for the ~~benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event~~quarter, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived accompanied by the ~~Control Party~~certificate of Lessee's chief financial officer (or equivalent), ~~acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of~~ certifying (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee~~ that such financial statements were prepared in accordance with generally accepted accounting principles; and (ii) that no Event of Default has occurred and is continuing under this Lease, or if such Event of Default is continuing, how Lessee proposes to cure the ~~Trustee’s Actual Knowledge~~ same. g. Lessee covenants and agrees to furnish to Mortgage Lender as soon as practicable after the end of each fiscal year, and in no event later than one hundred twenty (120) days thereafter, audited financial statements of Lessee for such fiscal year consisting of the balance sheets of Lessee as of the end of such fiscal year and the related statements of income and cash flows for the fiscal year then ended, setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by a ~~Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be~~ certified public accountant reasonably acceptable to Mortgage Lender, accompanied by such accountant's unqualified opinion as to such financial statements and a copy of the ~~Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees~~ management letter issued in connection with such ~~recordation. The Trustee shall be reimbursed~~ accountant's audit thereof, and accompanied by the ~~Master Issuer~~ certificate of the chief financial officer of Lessee (or the equivalent) that such statements fairly present the financial position, results of operations and cash flows of Lessee as of such date and for ~~any~~ such fiscal year and ~~all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and~~ were prepared in accordance with ~~the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to,~~ generally accepted accounting principles. h. Lessee covenants and ~~the Trustee may not, record or cause~~ agrees to ~~be recorded any~~ promptly notify Mortgage ~~until~~ Lender with respect to (i) the occurrence of ~~a Mortgage Recordation Event~~ any event that materially adversely affects Lessee, its properties, financial position or ability to conduct its business operations in substantially the manner and level contemplated to be conducted as of the date of this Lease, (ii) any modification of any law, regulation or ordinance of the State of Indiana, or any agency or political subdivision thereof, that has ~~not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian~~ a material adverse effect on ~~behalf of the Trustee shall be under any duty or obligation~~ Lessee's ability to ~~inspect, review or examine any such Mortgages~~ maintain its gaming license or to ~~determine~~ conduct its gaming business at its present location, and (iii) the commencement of any action, suit or proceeding before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting Lessee or any property of Lessee in which an adverse determination or result would have a material adverse effect on the business, operations, property or condition (financial or otherwise) of Lessee or on the ability of Lessee to perform its obligations under this Lease, stating the nature and status of such event, amendment, action, suit or proceeding and providing such additional information as Mortgage Lender may reasonably request. i. The parties hereto acknowledge and agree that the ~~same~~ Mortgage Lenders are ~~valid~~express third party beneficiaries of this Lease, ~~binding, legally effective, properly endorsed, genuine, enforceable or appropriate~~ including for ~~the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation~~ purposes of ~~any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid~~ Sections 15 and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee34 hereof. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Parking Lease (Trump Indiana Inc)

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a"MORTGAGE"), and any ground lease, master lease, or primary lease (a "PRIMARY LEASE") that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the Lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGEE"), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~a Mortgage Preparation Event~~this Section 21 shall be self-operative, and not further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the ~~Master Issuer shall cause the preparation~~ subordination of ~~fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of~~ this Lease to any such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider or Primary Lease (which instrument shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of include a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create non-disturbance provision in favor of ~~the Trustee, for the benefit of the Secured Parties, legal, valid~~ Tenant and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be ~~returned by the escrow agent directly to the Trustee~~on Landlord's Mortgagee's standard form). (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Shell or Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Ixc Communications Inc)

Mortgages. ~~(a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the~~ Each Real Estate ~~Assets~~ Holder shall, within one hundred and eighty (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~180) days after the Closing Date with respect to each Existing Owned Real Property owned by such Real Estate Holder and within one hundred and twenty (120) days after the acquisition of any New Owned Real Property acquired by such ~~Mortgage Preparation Event~~Real Estate Holder on or after the Closing Date, ~~the Master Issuer shall~~ execute and deliver ~~such Mortgages~~ to the Trustee, ~~to be held~~ for the benefit of the Secured ~~Parties~~ Parties, a mortgage or deed of trust in substantially the ~~event~~ form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Existing Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event ~~occurs~~ (subject to Section 3.1(c)) hereof). Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, ~~deliver the Mortgages~~ record promptly within twenty (20) Business Days ~~following receipt~~ of the ~~properly executed~~ occurrence of such Mortgage Recordation Event all such Mortgages to with the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization EventGovernmental Authority. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering ~~such~~ the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s Properties~~ the Real Estate Holders shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, ~~Wendy’s Properties~~the Real Estate Holders’ right, title and interest in and to each ~~Contributed~~ Existing Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of ~~Wendy’s Properties~~the applicable Real Estate Holder, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any ~~Contributed~~ Existing Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Base Indenture (Dunkin' Brands Group, Inc.)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) ~~twenty~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (20a “Mortgage”) ~~Business Days following delivery~~ that now or hereafter covers any portion of ~~a properly executed~~ the Premises (the mortgagee under any Mortgage being referred to herein as “Landlord’s Mortgagee”), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord’s Mortgagee may elect to subordinate its Mortgage to this Lease by delivering written notice thereof to Tenant. The provisions of this Section 15(i) shall be self-operative, and no further instrument shall be required to effect such subordination; however, Tenant shall from time to time within ten days after request therefor, execute any instruments that may be required by any Landlord’s Mortgagee to evidence the ~~Trustee and~~ subordination of this Lease to any such Mortgage. (ii) Tenant shall attorn to any party succeeding to Landlord’s interest in the ~~Trustee~~Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s ~~Actual Knowledge of a Rapid Amortization Event~~request, and shall execute such agreements confirming such attornment as such party may reasonably request. ~~The Trustee~~ Tenant shall not seek to enforce any remedy it may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord’s Mortgagee whose address has been given to Tenant, and ~~all~~ affording such Landlord’s Mortgagee a reasonable ~~costs~~ opportunity to perform Landlord’s obligations hereunder. Notwithstanding the foregoing attornment and ~~expenses in connection with such Mortgage Recordation Event~~subordination provisions, ~~including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy~~Landlord’s ~~Properties~~ Mortgagee shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any ~~delays in the recordation~~ acts of any ~~Mortgage~~previous landlord under this Lease (including, without limitation, any acts of Landlord) or for ~~the rejection~~ construction of ~~a Mortgage~~ any improvements and shall not be bound by any ~~recording office or for the failure~~ amendment to which Landlord’s Mortgagee did not consent in writing nor any payment of ~~any Mortgage~~ rent made more than one month in advance. No amendment to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage this Lease shall be ~~returned by~~ effective without the ~~escrow agent directly to the Trustee~~prior written consent of Landlord’s Mortgagee. (biii) ~~Notwithstanding~~ Without limiting the generality of the provisions set forth in the foregoing provisions of this Section ~~8.37(a~~15, in the event that Landlord’s Mortgagee (or its successor or assignee) ~~above~~ should acquire the Premises by foreclosure, deed in lieu of foreclosure or ~~anything else contained~~ similar arrangement, Landlord’s Mortgagee shall have the following options: (1) Landlord’s Mortgagee shall have the right to keep this Lease in ~~this Base Indenture~~ full force and effect. Tenant agrees upon demand by Landlord’s Mortgagee, before or after the institution of any proceedings for foreclosure, or the sale of the Premises pursuant to a Mortgage or other instrument of security, to attorn to Landlord’s Mortgagee or any ~~other Related Document,~~ purchaser at a foreclosure sale and to recognize Landlord’s Mortgagee or such purchaser as Landlord under this Lease. The foregoing agreement of Tenant to attorn upon demand of Landlord’s Mortgagee shall survive any foreclosure sale. (2) Landlord’s Mortgagee (or any purchaser at a foreclosure sale) shall have the ~~aggregate amount of all Obligations~~ right to terminate this Lease by written notice to Tenant. (iv) Landlord and Tenant acknowledge and agree that as of the ~~Master Issuer~~ date of this Lease the sole Landlord’s Mortgagee is Allianz Life Insurance Company of North America, a Minnesota corporation, which shall be entitled to all rights and ~~Wendy~~benefits conferred upon a Landlord’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures Mortgagee pursuant to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~this Lease.

Appears in 1 contract

Samples: Lease Agreement (Craftmade International Inc)

Mortgages. (a) ~~Upon the occurrence~~ Enter into a mortgage, deed of trust, trust deed, deed to secure debt, leasehold mortgage or leasehold deed of trust and any other similar document, as applicable (each such document, as amended from time to time, a ~~Mortgage Preparation Event~~“Mortgage”), the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit in favor of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian Agent on behalf of the ~~Trustee~~ U.S. Facility Secured Parties with respect to each Mortgage Property. (b) If any U.S. Facility Loan Party shall ~~be under any duty or obligation~~ become required to ~~inspect, review or examine any such Mortgages or~~ deliver to ~~determine that~~ the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the TrusteeAgent, for the benefit of the U.S. Facility Secured Parties, ~~legal~~any Mortgage in accordance with Section 10.1.25(a), then the U.S. Borrower shall, at the U.S. Borrower’s expense (and subject to the terms of the Intercreditor Agreement), concurrently with the delivery of such Mortgage: (i) Furnish to the Agent a description of the applicable Mortgage Property in detail satisfactory to the Agent, (ii) Cause the applicable U.S. Facility Loan Party to duly execute and deliver to the Agent, in addition to the Mortgage, supplements to the Security Documents and security agreements, as specified by and in form and substance satisfactory to the Agent, securing payment of all the U.S. Facility Obligations and constituting Liens on such Mortgage Property, (iii) Cause the applicable U.S. Facility Loan Party to take, whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting Liens on such Mortgage Property enforceable against all third parties in accordance with their terms, (iv) Deliver to the Agent (or any representative of the Agent designated by it) a mortgage title insurance policy (the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgage Property and assuring the Agent that the Mortgage is a valid and enforceable first priority ~~Liens on~~ (subject to ~~Permitted Liens),~~ Liens permitted by Section 10.2.1 and ~~security interests in, Wendy’s Properties’~~ the provisions of the Intercreditor Agreement) on all right, title and interest of the respective U.S. Facility Loan Party in ~~and~~ the Mortgage Property described therein; (v) Deliver to ~~each Contributed Owned Real Property and each New Owned Real Property~~the Agent, ~~and the Proceeds thereof. Upon~~ upon the request of ~~Wendy’s Properties~~the Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agent and the other U.S. Facility Secured Parties, of counsel for the U.S. Facility Loan Parties acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above, and at as to such other matters as the ~~direction~~ Agent may reasonably request, and (vi) Deliver, upon the request of the ~~Manager~~Agent in its sole discretion, to the ~~Trustee~~ Agent with respect to such Mortgage Property, title reports, surveys and engineering, soils and other reports, and environmental assessment reports from an environmental consulting firm acceptable to the Agent, which report shall ~~execute~~ identify existing and ~~deliver a release of mortgage~~ potential environmental concerns and shall quantify related costs and liabilities, associated with such Mortgage Property, each in scope, form and substance satisfactory to ~~be held in escrow pending a closing of a sale of~~ the Agent, provided, however, that to the extent that any ~~Contributed Owned Real Property~~ U.S. Facility Loan Party or any ~~New Owned Real~~ of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Mortgage Property~~; provided that if such closing shall not occur~~, such ~~release of mortgage shall~~ items shall, promptly after the receipt thereof, be ~~returned by the escrow agent directly~~ delivered to the ~~Trustee~~Agent. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Credit Agreement (Clean Harbors Inc)

Mortgages. (a) Grantee, and its successors, subtenants and assigns permitted hereunder shall have the right to mortgage and pledge its interest in this Agreement (a “Mortgage”) to a lender (a “Mortgagee”), in accordance with and subject to the terms, conditions, requirements and limitations of this Section 9. Grantor and Grantee expressly intend and agree that the provisions of this Section 9 and such other provisions of this Agreement which, by their terms, are for the benefit of a Mortgagee, are intended for the benefit of and enforceable by such Mortgagee and its respective nominees, designees, successors and assigns. Notwithstanding anything in this Agreement to the contrary, all Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Agreement, and at all times shall be inferior and subject to the prior right, title and interest of Grantor herein. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the fee interest in the Easement Air Space be subordinate to any Mortgage. (b) A notice of each Mortgage shall be delivered to the Grantor specifying the name and address of such Mortgagee to which notices shall be sent. Grantor shall be furnished a copy of each such recorded Mortgage within thirty (30) days of such mortgage being recorded. (c) If Grantee, or Grantee’s successors or assigns, shall mortgage its rights under this Agreement, then so long as any such Mortgage shall remain unsatisfied of record and Grantee shall have properly delivered notice to Grantor in compliance with Section 9(b) hereof with respect to such Mortgagee, the following provisions shall apply: i. Grantor, upon serving upon Grantee any notice of any default by Grantee hereunder (a “Grantee Default”) or any other notice under the provisions of this Agreement, shall also serve a copy of such notice upon Mortgagee, and no notice shall be deemed to have been duly given as to the Mortgagee unless and until a copy thereof has been so served upon the Mortgagee. Grantor’s furnishing a copy of such notice to Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Grantee, provided, that Grantor may not terminate this Agreement or exercise any remedies against Grantee without first giving Mortgagee notice and opportunity to cure as provided in this Agreement. ii. Any Mortgagee, in case there shall be a Grantee Default under this Agreement, shall have the right to remedy such Grantee Default (or cause the same to be remedied) within thirty (30) days after notice to Mortgagee of such Grantee Default (which will be after expiration of all Grantee notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Grantee Default so long as (x) curative action reasonably satisfactory to Grantor is instituted within such period and diligently and continuously pursued to completion thereafter, and (y) periodic progress reports thereon are delivered to Grantor, and Grantor shall accept such performance by or at the instance of Mortgagee as if the same had been made by Grantee. Any provision of this Agreement to the contrary notwithstanding, no performance by or on behalf of a Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Easement Air Space or bound by or liable under this Agreement. iii. The Grantor agrees that, in the event of a non-monetary Grantee Default which cannot be cured by the Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Easement Air Space, the Grantor will not terminate this Agreement without first giving to the Mortgagee reasonable time within which to obtain possession of the Easement Air Space, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Grantee’s interest under this Agreement with diligence and without unreasonable delay. The Grantor agrees that upon acquisition of Grantee’s interest under this Agreement by a Mortgagee and performance by the Mortgagee of all covenants and agreements of Grantee, except those which by their nature cannot be performed or cured by any person other than the then Grantee which has defaulted (“Incurable Defaults”), the Grantor’s right to terminate this Agreement shall be waived with respect to the matters which have been cured by the Mortgagee and with respect to the Incurable Defaults. iv. Notwithstanding anything to the contrary set forth in this Section 9(c), Mortgagee shall have the right, but shall not be obligated, to remedy any Grantee Default under this Agreement. It shall be a condition precedent to any assignment or transfer of this Agreement by foreclosure of any Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Mortgagee or any entity or institution comprising Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Agreement), that upon becoming the legal owner and holder of this Agreement shall execute an agreement pursuant to which such transferee agrees to assume all obligations of Grantee under this Agreement first arising from and after such foreclosure or deed-in-lieu thereof and shall be responsible to timely cure any then uncured continuing Grantee Default. v. In the event of the termination of this Agreement prior to the expiration of its term, Grantor shall serve upon Mortgagee written notice that the Agreement has been terminated together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to Grantor. Mortgagee shall thereupon have the option to obtain a new easement in accordance with and upon the following terms and conditions: Upon the ~~occurrence~~ written request of Mortgagee, delivered to Grantor within thirty (30) days after service of such notice that the Agreement has been terminated to Mortgagee, Grantor shall enter into a ~~Mortgage Preparation Event~~new easement for the Easement Air Space with Mortgagee or its designee as follows: Such new easement shall be entered into within thirty (30) days of such Mortgagee’s written request at the sole cost of Mortgagee or such designee, shall be effective as of the ~~Master Issuer~~ date of termination of this Agreement, and shall ~~cause~~ be for the ~~preparation~~ remainder of ~~fully executed Mortgages for recordation against~~ the ~~Real Estate Assets~~ term of this Agreement and upon all the terms, covenants and conditions hereof. Such new easement shall require the grantee to perform any unfulfilled obligation of Grantee under this Agreement which is reasonably susceptible of being performed by such grantee. vi. If this Agreement is (~~excluding the Contributed Restaurant Third~~a) rejected by a trustee or debtor-~~Party Leases). Within~~ in-possession in any bankruptcy or insolvency proceeding involving Grantee (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Mortgagee or its nominee(s) shall request and certify in writing to Grantor that it intends to perform the obligations of Grantee as and to the extent required hereunder, Grantor shall execute and deliver to the Mortgagee or such nominee(s) such new easement which shall be for the balance of the remaining term under the original Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Agreement (except for any requirements which have been fulfilled by Grantee prior to such rejection or termination). The new easement shall be executed by Grantor and the Mortgagee or its nominee(s) within ninety (90) days after the receipt by Grantor of such ~~Mortgage Preparation Event~~written notice. References herein as to this “Agreement” shall be deemed also to refer to such new easement. vii. Any notice or other communication which Grantor shall desire or is required to give to or serve upon Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Mortgagee at its address provided to Grantor. (d) The Grantor, acting by and through the ~~Master Issuer shall deliver such Mortgages to the Trustee~~City Representative, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee~~ shall, at the ~~direction~~ request of the ~~Control Party~~Grantee made from time to time and at any time, ~~deliver~~ enter into a lender’s rights agreement with any Mortgagee identified by the ~~Mortgages within~~ Grantee, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to Grantor and consistent with the terms and provisions contained in this Section 9. Within twenty (20) ~~Business Days following receipt~~ days of the ~~properly executed Mortgages~~ Grantee’s request for a lender’s rights agreement pursuant to the ~~applicable recording office for recordation (unless such recordation requirement is waived by~~ provisions of this Section 9, time being of the ~~Control Party~~essence, the Grantor, acting at by and through the ~~direction of the Controlling Class~~ City Representative~~); provided that the Trustee~~ , shall ~~have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage~~ execute and deliver to the ~~Trustee and (ii)~~ Grantee such a lender’s rights agreement benefiting the ~~Trustee~~identified Mortgagee, which executed lender’s ~~Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ rights agreement shall be in a form and substance that are reasonably acceptable to the ~~Control Party) to assist in delivering~~ Grantor and such ~~Mortgages to the applicable Governmental Authority~~ Mortgagee and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Propertiesis consistent with, and at the ~~direction~~ option of ~~the Manager~~such Mortgagee incorporates, the ~~Trustee shall execute~~ terms and ~~deliver a release~~ provisions of ~~mortgage~~ this Section 9. Grantee agrees to ~~be held~~ pay for the Grantor’s reasonable attorneys’ fees expended in ~~escrow pending a closing of a sale of~~ connection with any ~~Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee~~lender’s rights agreement. (be) ~~Notwithstanding Section 8.37(a~~Grantor agrees (i) ~~above or anything else contained~~ to negotiate in ~~this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer~~ good faith and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures execute modifications to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.~~this

Appears in 1 contract

Samples: Air Rights Easement Agreement

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage") and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee") and to increases, renewals, modifications, consolidations, replacements, and extensions thereof; provided, however; so long as Tenant is the sole tenant of the Building the foregoing automatic subordination shall be conditioned on Tenant’s receipt of a ~~Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ subordination non-disturbance and attornment agreement (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~“SNDA”) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee on terms and ~~(ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be~~ conditions reasonably acceptable to Tenant and any Landlord’s Mortgagee. Tenant agrees to execute and return any such SNDA with ten (10) days after written request provided the ~~Control Party~~terms and conditions thereof are reasonably acceptable to Tenant. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to ~~assist in~~ this Lease by delivering ~~such Mortgages~~ written notice thereof to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeTenant. (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee the same opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations of~~ any previous landlord, shall not be obligated to furnish the ~~Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness~~ Construction Allowance (as defined in ~~Annex~~ Exhibit B) ~~that may~~ and shall not be ~~secured~~ bound by ~~Debenture Restricted Assets under the Unsecured Debenture Indenture, determined~~ any amendment to which it did not consent in ~~accordance with the terms~~ writing nor any payment of ~~the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured~~ rent made more than one month in ~~accordance with the terms of the Unsecured Debenture Indenture~~advance.

Appears in 1 contract

Samples: Lease Agreement (Luminex Corp)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which This Lease shall be ~~reasonably acceptable~~ subordinate to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with such Mortgage Recordation Event~~deed of trust, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record mortgage or ~~cause to be recorded any Mortgage until the occurrence of~~ other security instrument (a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any “Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens”), and ~~security interests in~~any ground lease, ~~Wendy~~master lease, or primary lease (a “Primary Lease”) that now or hereafter covers any portion of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as “Landlord’s ~~Properties’ right~~Mortgagee”), ~~title and interest in~~ and to ~~each Contributed Owned Real Property and each New Owned Real Property~~increases, renewals, modifications, consolidations, replacements, and ~~the Proceeds~~ extensions thereof. ~~Upon~~ However, any Landlord’s Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the ~~request~~ case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~Wendy’s Properties~~this Section 21 shall be self-operative, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage no further instrument shall be ~~returned~~ required to effect such subordination; however, Tenant shall from time to time within ten (10) days after request therefor, execute any instruments that may be required by any Landlord’s Mortgagee to evidence the ~~escrow agent directly~~ subordination of this Lease to any such Mortgage or Primary Lease. If Tenant fails to execute the ~~Trustee~~same within such ten-day period, Landlord may execute the same as attorney-in-fact for Tenant. (b) Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord’s Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Lightwave Logic, Inc.)

Mortgages. (a) ~~Upon the occurrence~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a ~~Mortgage Preparation Event~~"Mortgage") and any ground lease, ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ master lease, or primary lease (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~a "Primary Lease") ~~days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit~~ that now or hereafter covers any portion of the ~~Secured Parties~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as ("Landlord's Mortgagee"), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of this Section 20 shall be conditioned on the Landlord providing Tenant with a written nondisturbance agreement in recordable form from each person or entity ("Mortgagee") holding a mortgage, deed of trust or trust deed, ground lease or other lien now of record or recorded after the date of this Lease affecting Landlord's interest in the ~~event a Mortgage Recordation Event occurs (subject to Section 3.1(c))~~Premises or the Property. ~~Upon~~ Such non-disturbance agreement shall contain the ~~occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days~~ following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee provisions and ~~(ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be~~ in form reasonably acceptable to Landlord, Landlord's Mortgagee and Tenant: (1) so long as Tenant shall not be in default of its material obligations under this Lease, such Mortgagee shall recognize this Lease and each of Tenant's rights hereunder and shall not disaffirm the ~~Control Party) to assist in delivering such Mortgages to~~ Lease even if Mortgagee shall foreclose the ~~applicable Governmental Authority and~~ Mortgage or the ~~Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee~~ Premises shall be ~~reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees~~ sold pursuant to a foreclosure sale, or take a deed in lieu of such foreclosure sale; (2) Tenant shall be entitled to use and occupy the Premises and use the Common Areas in accordance with the ~~Priority~~ provisions of ~~Payments. For~~ the ~~avoidance~~ Lease; (3) Mortgagee will make insurance proceeds and condemnation awards available for restoration and repair of ~~doubt, Wendy’s Properties~~ the Property and Premises subject to restrictions contained in debt instruments; (4) Tenant's possession of the Premises shall not be ~~required to~~disturbed by Mortgagee, its successors or assigns; and (5) the ~~Trustee may not~~Lease shall be subordinate to any debt instruments obtained now or in the future by Landlord subject, ~~record or cause~~ again to ~~be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative~~this Section 20.(a). ~~Neither~~ Tenant shall from time to time, within twenty days after request therefor, execute any instruments that may be required by any Landlord's Mortgagee to evidence the ~~Trustee nor any custodian on behalf~~ subordination of ~~the Trustee shall be under any duty or obligation~~ this Lease to ~~inspect, review or examine~~ any such ~~Mortgages~~ Mortgage or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteePrimary Lease. (b) ~~Notwithstanding Section 8.37(a) above~~ Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure power of sale, termination of lease, or ~~anything else contained~~ otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in ~~this Base Indenture or~~ reasonable detail to any ~~other Related Document~~Landlord's Mortgagee whose address has been given to Tenant, ~~the aggregate amount of all Obligations of the Master Issuer~~ and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures affording such Landlord's Mortgagee a reasonable opportunity to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~perform Landlord's obligations hereunder.

Appears in 1 contract

Samples: Lease Agreement (August Technology Corp)

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage"), and any ground lease, master lease, or -------- primary lease (a "Primary Lease") that now or hereafter covers any portion of ------------- the ~~occurrence~~ Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), and to increases, -------------------- renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~a Mortgage Preparation Event~~this Section 21 shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the ~~Master Issuer shall cause the preparation~~ subordination of ~~fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of~~ this Lease to any such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider or Primary Lease (which instrument shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of include a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create non-disturbance provision in favor of ~~the Trustee, for the benefit of the Secured Parties, legal, valid~~ Tenant and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be ~~returned by the escrow agent directly to the Trustee~~on Landlord's Mortgagee's standard form). (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install any improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Motive Communications Inc)

Mortgages. (a) Grantee, and its successors, subtenants and assigns permitted hereunder shall have the right to mortgage and pledge its interest in this Agreement (a “Mortgage”) to a lender (a “Mortgagee”), in accordance with and subject to the terms, conditions, requirements and limitations of this Section 9. Grantor and Grantee expressly intend and agree that the provisions of this Section 9 and such other provisions of this Agreement which, by their terms, are for the benefit of a Mortgagee, are intended for the benefit of and enforceable by such Mortgagee and its respective nominees, designees, successors and assigns. Notwithstanding anything in this Agreement to the contrary, all Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Agreement, and at all times shall be inferior and subject to the prior right, title and interest of Grantor herein. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the fee interest in the Easement Area be subordinate to any Mortgage. (b) A notice of each Mortgage shall be delivered to the Grantor specifying the name and address of such Mortgagee to which notices shall be sent. Grantor shall be furnished a copy of each such recorded Mortgage within thirty (30) days of such mortgage being recorded. (c) If Grantee, or Grantee’s successors or assigns, shall mortgage its rights under this Agreement, then so long as any such Mortgage shall remain unsatisfied of record and Grantee shall have properly delivered notice to Grantor in compliance with Section 9(b) hereof with respect to such Mortgagee, the following provisions shall apply: i. Grantor, upon serving upon Grantee any notice of any default by Grantee hereunder (a “Grantee Default”) or any other notice under the provisions of this Agreement, shall also serve a copy of such notice upon Mortgagee, and HCDA/JAX PLAZA EASEMENT (CFJ 11-17-20202) no notice shall be deemed to have been duly given as to the Mortgagee unless and until a copy thereof has been so served upon the Mortgagee. Grantor’s furnishing a copy of such notice to Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Grantee, provided, that Grantor may not terminate this Agreement or exercise any remedies against Grantee without first giving Mortgagee notice and opportunity to cure as provided in this Agreement. ii. Any Mortgagee, in case there shall be a Grantee Default under this Agreement, shall have the right to remedy such Grantee Default (or cause the same to be remedied) within thirty (30) days after notice to Mortgagee of such Grantee Default (which will be after expiration of all Grantee notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Grantee Default so long as (x) curative action reasonably satisfactory to Grantor is instituted within such period and diligently and continuously pursued to completion thereafter, and (y) periodic progress reports thereon are delivered to Grantor, and Grantor shall accept such performance by or at the instance of Mortgagee as if the same had been made by Grantee. Any provision of this Agreement to the contrary notwithstanding, no performance by or on behalf of a Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Easement Area or bound by or liable under this Agreement. iii. The Grantor agrees that, in the event of a non-monetary Grantee Default which cannot be cured by the Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Easement Area, the Grantor will not terminate this Agreement without first giving to the Mortgagee reasonable time within which to obtain possession of the Easement Area, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Grantee’s interest under this Agreement with diligence and without unreasonable delay. The Grantor agrees that upon acquisition of Grantee’s interest under this Agreement by a Mortgagee and performance by the Mortgagee of all covenants and agreements of Grantee, except those which by their nature cannot be performed or cured by any person other than the then Grantee which has defaulted (“Incurable Defaults”), the Grantor’s right to terminate this Agreement shall be waived with respect to the matters which have been cured by the Mortgagee and with respect to the Incurable Defaults. iv. Notwithstanding anything to the contrary set forth in this Section 9(c), Mortgagee shall have the right, but shall not be obligated, to remedy any Grantee Default under this Agreement. It shall be a condition precedent to any assignment or transfer of this Agreement by foreclosure of any Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Mortgagee or any entity or institution comprising Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Agreement), that upon becoming the legal owner and holder of this HCDA/JAX PLAZA EASEMENT (CFJ 11-17-20202) Agreement shall execute an agreement pursuant to which such transferee agrees to assume all obligations of Grantee under this Agreement first arising from and after such foreclosure or deed-in-lieu thereof and shall be responsible to timely cure any then uncured continuing Grantee Default. v. In the event of the termination of this Agreement prior to the expiration of its term, Grantor shall serve upon Mortgagee written notice that the Agreement has been terminated together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to Grantor. Mortgagee shall thereupon have the option to obtain a new easement in accordance with and upon the following terms and conditions: Upon the ~~occurrence~~ written request of Mortgagee, delivered to Grantor within thirty (30) days after service of such notice that the Agreement has been terminated to Mortgagee, Grantor shall enter into a ~~Mortgage Preparation Event~~new easement for the Easement Area with Mortgagee or its designee as follows: Such new easement shall be entered into within thirty (30) days of such Mortgagee’s written request at the sole cost of Mortgagee or such designee, shall be effective as of the ~~Master Issuer~~ date of termination of this Agreement, and shall ~~cause~~ be for the ~~preparation~~ remainder of ~~fully executed Mortgages for recordation against~~ the ~~Real Estate Assets~~ term of this Agreement and upon all the terms, covenants and conditions hereof. Such new easement shall require the grantee to perform any unfulfilled obligation of Grantee under this Agreement which is reasonably susceptible of being performed by such grantee. vi. If this Agreement is (~~excluding the Contributed Restaurant Third~~a) rejected by a trustee or debtor-~~Party Leases). Within~~ in-possession in any bankruptcy or insolvency proceeding involving Grantee (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Mortgagee or its nominee(s) shall request and certify in writing to Grantor that it intends to perform the obligations of Grantee as and to the extent required hereunder, Grantor shall execute and deliver to the Mortgagee or such nominee(s) such new easement which shall be for the balance of the remaining term under the original Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Agreement (except for any requirements which have been fulfilled by Grantee prior to such rejection or termination). The new easement shall be executed by Grantor and the Mortgagee or its nominee(s) within ninety (90) days after the receipt by Grantor of such ~~Mortgage Preparation Event~~written notice. References herein as to this “Agreement” shall be deemed also to refer to such new easement. vii. Any notice or other communication which Grantor shall desire or is required to give to or serve upon Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Mortgagee at its address provided to Grantor. HCDA/JAX PLAZA EASEMENT (CFJ 11-17-20202) (d) The Grantor, acting by and through the ~~Master Issuer shall deliver such Mortgages to the Trustee~~City Representative, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee~~ shall, at the ~~direction~~ request of the ~~Control Party~~Grantee made from time to time and at any time, ~~deliver~~ enter into a lender’s rights agreement with any Mortgagee identified by the ~~Mortgages within~~ Grantee, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to Grantor and consistent with the terms and provisions contained in this Section 9. Within twenty (20) ~~Business Days following receipt~~ days of the ~~properly executed Mortgages~~ Grantee’s request for a lender’s rights agreement pursuant to the ~~applicable recording office for recordation (unless such recordation requirement is waived by~~ provisions of this Section 9, time being of the ~~Control Party~~essence, the Grantor, acting at by and through the ~~direction of the Controlling Class~~ City Representative~~); provided that the Trustee~~ , shall ~~have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage~~ execute and deliver to the ~~Trustee and (ii)~~ Grantee such a lender’s rights agreement benefiting the ~~Trustee~~identified Mortgagee, which executed lender’s ~~Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ rights agreement shall be in a form and substance that are reasonably acceptable to the ~~Control Party) to assist in delivering~~ Grantor and such ~~Mortgages to the applicable Governmental Authority~~ Mortgagee and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Propertiesis consistent with, and at the ~~direction~~ option of ~~the Manager~~such Mortgagee incorporates, the ~~Trustee shall execute~~ terms and ~~deliver a release~~ provisions of ~~mortgage~~ this Section 9. Grantee agrees to ~~be held~~ pay for the Grantor’s reasonable attorneys’ fees expended in ~~escrow pending a closing of a sale of~~ connection with any ~~Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee~~lender’s rights agreement. (be) ~~Notwithstanding~~ Grantor agrees (i) to negotiate in good faith and execute modifications to this Section ~~8.37(a~~9 and related provisions of this Agreement, which Grantor has accepted in its reasonable discretion, with each Mortgagee (or prospective Mortgagee) ~~above or anything else contained~~ in ~~this Base Indenture or any other Related Document,~~ the ~~aggregate amount of all Obligations of~~ event that such Mortgagee desires changes to the ~~Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (~~provisions as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenturecurrently stated.

Appears in 1 contract

Samples: Easement Agreement

Mortgages. (a) ~~Upon~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage") that now or hereafter covers any portion of the ~~occurrence~~ Premises (the mortgagee under any Mortgage is referred to herein as "Landlord's Mortgagee") and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage to this Lease by delivering written notice thereof to Tenant. The provisions of this Section 21 shall be self-operative, and no further instrument shall be required to effect such subordination; however, Landlord shall use commercially reasonable efforts to deliver to Tenant, and Tenant shall execute from time to time within ten days after delivery thereof to Tenant, an instrument from each Landlord's Mortgagee evidencing the subordination of this Lease to any such Mortgagee or Primary Lease (which instrument shall include a ~~Mortgage Preparation Event, the Master Issuer~~ commercially reasonable non-disturbance provision in favor of Tenant and shall ~~cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases~~be on Landlord's Mortgagee's standard form). ~~Within ninety (90) days of such Mortgage Preparation Event~~Notwithstanding the foregoing, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties Tenant shall not be required ~~to, and the Trustee may not, record or cause~~ to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation subordinate to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, ~~for the rejection of a Mortgage by~~ nor shall this Lease be subordinate to any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Managerfuture Mortgage, the ~~Trustee shall execute and deliver a release~~ proceeds of ~~mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property~~ which were not used for acquisition of, or ~~any New Owned Real Property; provided that if such closing shall not occur~~improvements to, ~~such release of mortgage shall be returned by~~ the ~~escrow agent directly to the Trustee~~Premises. (b) ~~Notwithstanding Section 8.37(a) above~~ Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or ~~anything else contained~~ otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. If requested by Landlord's Mortgagee in ~~this Base Indenture or~~ writing, Tenant shall not seek to enforce any ~~other Related Document~~remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the ~~aggregate amount of all Obligations of~~ default in reasonable detail to the ~~Master Issuer~~ Mortgagee whose address has been given to Tenant, and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures affording such Landlord's Mortgagee a reasonable opportunity to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~perform Landlord's obligations hereunder.

Appears in 1 contract

Samples: Lease Agreement (Grande Communications Holdings, Inc.)

Mortgages. ~~(a) Upon the occurrence~~ Section 11.01. This Lease and all rights of ~~a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed~~ Landlord and Tenant are subject and subordinate to any Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages and to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all ~~reasonable costs~~ renewals, replacements, extensions, modifications, consolidations and ~~expenses in connection with~~ refinancings thereof, subject to the execution, acknowledgment and delivery to the Tenant by the Mortgagee of each such Mortgage ~~Recordation Event~~of an agreement of such Mortgagee substantially as set forth in Section 11.02. Section 11.02. Landlord and Tenant agree that the execution of a Non- disturbance Agreement by the Mortgagee is a requirement to any re- financing by Landlord. Landlord will use its best efforts to cause any Mortgagee to enter into an agreement with Tenant, ~~including all~~ substantially as follows, and Tenant agrees to enter into such an agreement to the extent obtainable from such Mortgagee: 1. Tenant agrees that the Lease is and shall be subordinate to the Mortgage. 2. Mortgagee agrees that unless there shall then be an Event of Default under the Lease which remains uncured neither Tenant nor any Leasehold Mortgagee shall be named or joined as a party defendant in any action, suit or proceeding to foreclose the Mortgage ~~Recordation Fees~~ or to collect the debt secured thereby nor shall Tenant's rights of possession be disturbed pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeAgreement. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not3. If, at any time, ~~exceed~~ Mortgagee (or any person, or such person's successors or assigns, who acquires the ~~Indenture Threshold Amount~~ interest of ~~Indebtedness~~ Landlord in the Lease through foreclosure of any Mortgage or deed in lieu of foreclosure of such Mortgage or through any assignment of Landlord's interest in the Lease given as collateral for a Mortgage or the debt secured thereby) (herein sometimes called the "Successor Lessor") shall succeed to the interest of Landlord in the Lease, then at Successor Lessor's election Tenant shall attorn to and recognize such person so succeeding to Landlord's rights as ~~defined in Annex B) that may be secured by Debenture Restricted Assets~~ Tenant's Landlord under the ~~Unsecured Debenture Indenture~~Lease. Upon such attornment and recognition, ~~determined~~ the Lease shall continue in ~~accordance with~~ full force and effect as, or as if it were, a direct lease between the Successor Lessor and Tenant upon all of the then terms, conditions and covenants of the Lease, except as set forth below, and Tenant and the Successor Lessor shall promptly execute and deliver any instrument in recordable form, that either party may reasonably request to evidence such attornment and recognition. 4. Landlord and any Leasehold Mortgagee (or its nominee) upon becoming the Tenant under Article 18 hereof shall execute an agreement containing the terms of the ~~Unsecured Debenture Indenture~~paragraphs in this Section 11.02. 5. No Successor Lessor shall be liable for any claimed default of Landlord or be deemed to have assumed obligations of Landlord with respect to the period prior to the effective date on which the Successor Lessor shall have succeeded to the interest of Landlord hereunder. Section 11.03. If, ~~without requiring holders~~ in connection with Landlord's obtaining financing or refinancing for the Premises or this Lease, a lender shall request minor modifications to this Lease as a condition to such financing or refinancing, neither Landlord nor Tenant will withhold, delay or defer its consent provided that such modifications: (i) do not diminish either party's obligations or increase the rights of Landlord or Tenant under this Lease; (ii) do not change any substantive provisions of this Lease; (iii) do not add any substantive burden or obligation to Landlord or Tenant under the ~~Unsecured Debentures to be equally and ratably secured~~ Lease; (iv) would not put Landlord or Tenant in ~~accordance with the terms of the Unsecured Debenture Indenture~~default under any Leasehold Mortgage or Landlord in default under any Mortgage.

Appears in 1 contract

Samples: Lease Agreement (Dionics Inc)

Mortgages. Tenant accepts this Lease subject and subordinate to any mortgages and deed of trust now or at any time hereafter constituting a lien or charge upon the Property, or the improvements situated thereon, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust (a"Mortgagee") ~~Upon~~ elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such Mortgagee, this Lease shall be deemed superior to such lien whether this Lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any such Mortgagee for the ~~occurrence~~ purpose of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages subjecting and subordinating this Lease to the ~~Trustee,~~ lien of any such mortgage (provided that such Mortgagee agrees to ~~be held~~ recognize this Lease and not disturb Tenant's possession of the Premises if Tenant is not in an uncured event of default) or for the ~~benefit~~ purpose of evidencing the ~~Secured Parties~~ superiority of this Lease to the lien of any such mortgage, as may be the case. The foregoing notwithstanding, upon Tenant's request after Lease execution, Landlord will use its commercially reasonable efforts to cause Mortgagee to deliver to Tenant a subordination, non-disturbance and attornment agreement (the "SNDA") on Mortgagee's customary form containing provisions pursuant to which Mortgagee agrees not to terminate the Lease in the event ~~a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ of a ~~Mortgage Recordation Event~~foreclosure of its mortgage or deed of trust or termination of its ground lease, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that ~~the Trustee shall have no obligation to record a Mortgage until the later of~~ Tenant is not in breach or default under this Lease. Tenant understands that: (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage~~ Landlord shall not be obligated to expend funds to procure the ~~Trustee~~ SNDA and if any fee is required or funds must be expended, such fees shall be paid and such funds shall be expended by Tenant, and (ii) Tenant's obligations under this Lease are not conditioned on obtaining the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeSNDA from Mortgagee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Lease Agreement (CURO Group Holdings Corp.)

Mortgages. ~~(a)~~ Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Securitized Owned Real ~~Estate Assets (excluding~~ Property; provided that the ~~Contributed Restaurant Third-~~Control Party ~~Leases)~~shall have the right to waive, delay or modify such requirement to prepare fully executed Mortgages without the consent of any other party. Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section ~~3.1(c~~3.01(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, ~~Wendy’s~~ JIB Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable in the absence of any gross negligence, bad faith or willful misconduct on its part for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, ~~Wendy’s~~ JIB Properties’ right, title and interest in and to each ~~Contributed~~ Securitized Owned Real Property ~~and each New Owned Real Property,~~ and the Proceeds thereof. Upon the request of ~~Wendy’s~~ JIB Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any ~~Contributed Owned Real Property or any New~~ Securitized Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Base Indenture (Jack in the Box Inc /New/)

Mortgages. (a) ~~Upon~~ This Lease and Tenant's interest hereunder shall be, at the ~~occurrence~~ option of Mortgagee's collateral agent, subordinate to or superior to the lien of any Mortgage made by Landlord. If at any time or from time to time during the Term, a ~~Mortgage Preparation Event~~Mortgagee or prospective Mortgagee, or a collateral agent therefor, requests that this Lease be subject and subordinate to its Mortgage, this Lease and Tenant's interest hereunder shall be subject and subordinate to the ~~Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ lien of such Mortgage ~~Preparation Event~~and to all renewals, modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and the ~~Master Issuer shall deliver such Mortgages to the Trustee~~interest thereon. Tenant agrees that, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) ~~Business Days following~~ days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and its interest in the ~~properly executed Mortgages~~ Premises to the ~~applicable recording office~~ lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant shall, within ten (10) days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall have priority over the lien of a first Mortgage, this Lease shall not become subject or subordinate to the lien of any subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for ~~recordation (unless such recordation requirement is waived by~~ any subordinate Mortgagee, without the ~~Control Party, acting at the direction~~ written consent of the ~~Controlling Class Representative); provided that~~ first Mortgagee. Notwithstanding the ~~Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage~~ foregoing to the ~~Trustee~~ contrary, with respect to each Mortgage that may encumber the Building on or after the Commencement Date, Landlord agrees, upon receipt of written request from Tenant, to use reasonable efforts to obtain on behalf of Tenant a subordination, nondisturbance and ~~(ii)~~ attornment agreement in the ~~Trustee’s Actual Knowledge~~ usual form of ~~a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ such Mortgagee, such form for the current Mortgagee attached hereto as Exhibit E. Tenant shall ~~be reasonably acceptable to the Control Party) to assist in delivering~~ bear all reasonable and customary costs and expenses of such ~~Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees~~ Mortgagee in connection with obtaining such ~~recordation. The Trustee shall be reimbursed by the Master Issuer for any~~ subordination, nondisturbance and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liensattornment agreement(s), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if ~~such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee~~any. (b) ~~Notwithstanding Section 8.37(a) above~~ This Lease and Tenant's interest hereunder shall be subject and subordinate to each and every ground or ~~anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations~~ underlying lease hereafter made of the ~~Master Issuer~~ Building or the land on which it is located, or both, and ~~Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not~~to all renewals, ~~at any~~ modifications, consolidations, replacements and extensions thereof. Tenant agrees that, within twenty (20) days after receipt of request therefor from Landlord, it will, from time to time, ~~exceed~~ execute, acknowledge and deliver any instrument or other document required by any such lessor to subordinate this Lease and its interest in the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures Premises to ~~be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture~~such ground or underlying lease.

Appears in 1 contract

Samples: Deed of Lease (Versatility Inc)

Mortgages. On or prior to the Amended Mortgage Deadline or such other date or dates (aeach, an "Extended Amended Mortgage Deadline") ~~Upon~~ as the ~~occurrence of a Mortgage Preparation Event~~Representative, the ~~Master Issuer~~ Administrative Agent and the Agent Lessor shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of agree: (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage~~ the Designated Mortgagors shall have each delivered to the ~~Trustee~~ Administrative Agent and the Agent Lessor duly executed counterparts of an Amended Mortgage in respect of each Amended Mortgage Property owned by it, and simultaneously therewith or immediately thereafter (A) the Designated Mortgagors shall be released solely from their obligation to make scheduled installments of Basic Rent solely with respect to each Amended Mortgage Property, but shall not be released from the obligations to pay any other amounts or from any other obligations under any Operative Document, it being agreed that the liability of the Designated Mortgagors with respect to all other Obligations under the Operative Documents, including without limitation, the Lease Balance, shall remain in full force and effect and (B) the Agent Lessor shall transfer to the Designated Mortgagors or their designees the Agent Lessor's record title (but specifically excluding rights under the Amended Mortgages) in and to the Amended Mortgage Properties without representations or warranties, except that such Amended Mortgage Property is free from Lessor's Liens; (ii) the ~~Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which~~ Representative shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Eventdeliver, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be ~~recorded any Mortgage until~~ delivered, to the ~~occurrence~~ Administrative Agent and the Agent Lessor legal opinions of ~~a Mortgage Recordation Event that has not been waived by~~ local counsel reasonably satisfactory to the ~~Control Party (at~~ Administrative Agent and the ~~direction~~ Agent Lessor with respect of each of the ~~Controlling Class Representative~~Amended Mortgages, which legal opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and the Agent Lessor; (iii) the Representative shall deliver, or cause to be delivered, to the Administrative Agent and the Agent Lessor evidence satisfactory to the Administrative Agent and the Agent Lessor that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of Mortgages) as may be necessary or as the Administrative Agent and the Agent Lessor shall have reasonably requested to perfect the Liens created pursuant to the Amended Mortgages shall have been taken, or that arrangements therefor satisfactory to the Administrative Agent and the Agent Lessor shall have been made; (iv) the Representative shall deliver, or cause to be delivered, to the Administrative Agent and the Agent Lessor policies of title insurance (or commitments therefor with all conditions marked satisfied)~~. Neither~~ , in form and substance satisfactory to the ~~Trustee nor any custodian on behalf~~ Administrative Agent and the Agent Lessor and issued by an insurance company or companies as are acceptable to the Administrative Agent and the Agent Lessor (the "TIC"), insuring the perfection, enforceability and priority of the ~~Trustee~~ Liens on the Amended Mortgage Property created under the Amended Mortgages in amounts as are satisfactory to the Administrative Agent and the Agent Lessor, subject only to such exceptions as are reasonably satisfactory to the Administrative Agent and the Agent Lessor, containing such endorsements (other than endorsements that would require a new survey) and affirmative assurances as have been previously agreed to by, or are otherwise satisfactory to, the Administrative Agent and the Agent Lessor, and reinsured in amounts and under reinsurance agreements in form and substance satisfactory to the Administrative Agent and the Agent Lessor, and the Representative shall ~~be under any duty~~ have paid or ~~obligation~~ made arrangements satisfactory to ~~inspect, review~~ the Administrative Agent and the Agent Lessor to pay to the TIC all expenses and premiums of the TIC in connection with the issuance of such policies and in addition shall have paid or ~~examine any such~~ made arrangements satisfactory to the Administrative Agent and the Agent Lessor to pay to the TIC an amount equal to the recording and stamp taxes payable in connection with recording the Amended Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the ~~recordation~~ appropriate county land offices; (v) the Representative shall deliver, or cause to be delivered, to the Administrative Agent and the Agent Lessor copies of file search reports from the Uniform Commercial Code filing office in each jurisdiction (i) in which is located any Amended Mortgage Property subject to an Amended Mortgage, (ii) in which is located the chief executive office of any ~~Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor~~ Subsidiary of the ~~Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’~~ Representative that owns or holds any right, title ~~and~~ or interest in any Amended Mortgage Property subject to an Amended Mortgage or (iii) in which any such Subsidiary is located (within the meaning of Section 9-307 of the UCC), setting forth the results of Uniform Commercial Code file searches conducted in the name of the Representative or such Subsidiary, as the case may be; (vi) the Representative shall deliver, or cause to be delivered, to the Administrative Agent and the Agent Lessor all documents the Administrative Agent and the Agent Lessor may reasonably request relating to the existence of each Subsidiary of the Representative party to any Amended Mortgage, the corporate authority for and the validity of the Amended Mortgages, and any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent and the Agent Lessor; (vii) the Representative shall have paid all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp on similar taxes, reasonable legal fees and expenses) payable to the Administrative Agent and the Agent Lessor with respect to the Amended Mortgages, in each case invoiced prior to the Amended Mortgage Deadline; and (viii) the Representative shall deliver a Survey with respect to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeAmended Mortgage. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture."

Appears in 1 contract

Samples: Participation Agreement (Beverly Enterprises Inc)

Mortgages. ~~(a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer~~ The Borrower shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall applicable Pledged Collateral LLCs to execute and deliver ~~such Mortgages~~ to the Collateral Trustee, not later than 90 days after the Closing Date, Mortgages with respect to ~~be held for the benefit~~ real properties that constitute Credit Tenant Lease Assets owned by such Pledged Collateral LLCs comprising not less than 50% of the ~~Secured Parties in the event a~~ Borrowing Base Value of all Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative)Eligible Assets; provided that ~~the Trustee shall have no obligation to record a Mortgage until the later of~~ (i) ~~twenty (20) Business Days following delivery of a properly executed Mortgage~~ Mortgages shall not be required to ~~the Trustee and~~ be delivered with respect to any Mortgage-Exempt Asset, (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Mortgaged Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, ~~exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may~~ shall be ~~secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms~~ comprised of the ~~Unsecured Debenture Indenture, without requiring holders~~ highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the ~~Unsecured Debentures~~ delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be ~~equally and ratably secured in accordance with the terms~~ delivered solely because of a re-ranking of the ~~Unsecured Debenture Indenture~~Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 2.18 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.18 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.18, neither the Borrower nor any Grantor shall be required to deliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any Mortgaged Property or Mortgage thereon.

Appears in 1 contract

Samples: Credit Agreement (Istar Financial Inc)

Mortgages. This Lease and the Leasehold Estate shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term and any renewal periods, a Mortgagee or prospective Mortgagee requests that this Lease be sub- ject and subordinate to its Mortgage, and if (x) the Mortgagee has provided to Tenant a non-disturbance agreement consistent with paragraph (a) ~~Upon~~ above, and (y) Landlord consents to such subordination, this Lease and the ~~occurrence~~ Leasehold Estate shall be subject and subordinate to the lien of such Mortgage and to all renewals' modifications, replacements, consolidations and extensions thereof and to any and all advances made thereunder and interest thereon. Tenant agrees that, within 10 days after receipt of a request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and the Leasehold Estate to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage ~~Preparation Event~~made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease and the ~~Master Issuer~~ Leasehold Estate shall ~~cause~~ have priority over the ~~preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days~~ lien of such Mortgage ~~Preparation Event~~and all renewals, ~~the Master Issuer shall deliver such Mortgages to the Trustee~~modifications, ~~to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence~~ replacements, consolidations and extensions thereof and all advances made thereunder and interest thereon, and Tenant shall, within 10 days after receipt of a ~~Mortgage Recordation Event~~request therefor from Landlord, ~~the Trustee shall~~execute, ~~at the direction of the Control Party,~~ acknowledge and deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all ~~reasonable costs~~ documents and ~~expenses in connection with such Mortgage Recordation Event~~instruments confirming the priority of this Lease. In any event, ~~including all Mortgage Recordation Fees pursuant to and in accordance with~~ however, if this Lease shall have priority over the ~~Priority~~ lien of ~~Payments. For the avoidance of doubt~~a first Mortgage, ~~Wendy’s Properties~~ this Lease shall not ~~be required to~~become subject or subordinate to the lien of any subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the ~~Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction~~ written consent of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the TrusteeMortgagee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.

Appears in 1 contract

Samples: Lease Agreement (Sylvan Learning Systems Inc)

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which This Lease shall be ~~reasonably acceptable~~ subordinate to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with such Mortgage Recordation Event~~deed of trust, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record mortgage or ~~cause to be recorded any Mortgage until the occurrence of~~ other security instrument (a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any "Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens"), and ~~security interests in~~any ground lease, ~~Wendy’s Properties’ right~~master lease, ~~title~~ or -------- primary lease (a "Primary Lease") that now or hereafter covers any portion of ------------- the Premises and ~~interest in~~ Truck Park (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), and to ~~each Contributed Owned Real Property and each New Owned Real Property~~-------------------- increases, renewals, modifications, consolidations, replacements, and ~~the Proceeds~~ extensions thereof. ~~Upon~~ However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the ~~request~~ case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of ~~Wendy’s Properties~~this Section 21 shall be self-operative, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage no further instrument shall be ~~returned~~ required to effect such subordination; however, Tenant shall from time to time within ten days after request therefor, execute any instruments that may be required by any Landlord's Mortgagee to evidence the ~~escrow agent directly~~ subordination of this Lease to any such Mortgage or Primary Lease. If Tenant fails to execute the same within such ten-day period, Tenant is deemed to have agreed to the ~~Trustee~~terms therein. (b) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises and Truck Park, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, pursuant to the Notice provisions, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder, as provided in Section 20 (a) above. (c) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of any previous landlord, shall not be obligated to install the Initial Improvements, and shall not be bound by any amendment, dated and effective after the date Tenant received notice of such Landlord's Mortgagee, to which it did not consent in writing nor any payment of rent made more than one month in advance. (d) Tenant's obligations hereunder are conditional upon all ~~Obligations of~~ parties hereto entering into a Subordination, Attornment, and Non-Disturbance Agreement, substantially in the ~~Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (~~form attached herewith as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture IndentureExhibit "C".

Appears in 1 contract

Samples: Commercial Lease Agreement (Homegrocer Com Inc)

Mortgages. (a) ~~Upon the occurrence~~ This Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a ~~Mortgage Preparation Event~~"MORTGAGE"), ~~the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets~~ and any ground lease, master lease, or primary lease (~~excluding the Contributed Restaurant Third-Party Leases). Within ninety (90~~a "PRIMARY LEASE") ~~days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit~~ that now or hereafter covers any portion of the ~~Secured Parties in~~ Premises (the ~~event a~~ mortgagee under any Mortgage ~~Recordation Event occurs~~ or the lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGEE"), and to increases, renewals, modifications, consolidations, replacements and extensions thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (~~subject~~ as the case may be) to this Lease by delivering written notice thereof to Tenant. The provisions of this Section ~~3.1(c)). Upon the occurrence of a Mortgage Recordation Event~~21 shall be self-operative, ~~the Trustee shall~~and no further instrument shall be required to effect such subordination; however, ~~at the direction of the Control Party, deliver the Mortgages~~ Tenant shall from time to time within twenty (20) ~~Business Days following receipt~~ days after request therefor, execute any instruments that may be required by any Landlord's Mortgagee to evidence the subordination of ~~the properly executed Mortgages~~ this Lease to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any ~~and all reasonable costs and expenses in connection with~~ such Mortgage ~~Recordation Event~~or Primary Lease. If Tenant fails to execute the same within such 20-day period, ~~including all Mortgage Recordation Fees pursuant~~ Landlord may execute the same as attorney-in-fact for Tenant. Tenant also agrees to ~~and~~ modify this Lease as reasonably requested by Landlord's Mortgagee which does not cause increased expense to Tenant, a decrease in ~~accordance with the Priority of Payments. For the avoidance of doubt~~Tenant's rights under this Lease, ~~Wendy’s Properties shall not be required to, and the Trustee may not, record~~ or ~~cause~~ otherwise materially adversely affect Tenant's interest under this Lease. (b) With respect to ~~be recorded~~ any Mortgage ~~until~~ or Primary Lease to which this Lease is now or shall hereafter become subordinate, Landlord shall use commercially reasonable efforts to obtain from the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the TrusteeLandlord's Mortgagee, for the benefit of Tenant, a non-disturbance agreement, in the ~~Secured Parties~~usual form of such Landlord's Mortgagee, ~~legal~~providing generally that as long as Tenant is not in default under this Lease, ~~valid and enforceable first priority Liens on (subject~~ this Lease will not be terminated if such Landlord's Mortgagee acquires title to ~~Permitted Liens)~~the Project by reason of foreclosure proceedings, ~~and security interests in~~acceptance of a deed in lieu of foreclosure, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction or termination of the ~~Manager~~leasehold interest of Landlord, provided that Tenant attorns to such Landlord's Mortgagee in accordance with its requirements. Except for making such commercially reasonable efforts, Landlord will be under no duty or obligation hereunder with respect to any Mortgage or Primary Lease, nor will the ~~Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale~~ failure or refusal of any ~~Contributed Owned Real Property~~ Landlord's Mortgagee(s) to grant a non-disturbance agreement render Landlord liable to Tenant, or affect this Lease, in any ~~New Owned Real Property; provided that if such closing shall not occur, such release~~ manner. Tenant will bear all costs and expenses (including attorneys' fees) of ~~mortgage shall be returned by~~ the ~~escrow agent directly~~ Landlord Mortgagee(s) in connection with Landlord's reasonable efforts to ~~the Trustee~~obtain a non-disturbance agreement. (bc) Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations thereunder. (d) Notwithstanding ~~Section 8.37(a) above~~ any such attornment or ~~anything else contained in~~ subordination of a Mortgage or Primary Lease to this ~~Base Indenture or any other Related Document~~Lease, the ~~aggregate amount~~ Landlord's Mortgagee shall not be liable for any acts of ~~all Obligations~~ any previous landlord, shall not be obligated to install the Initial Improvements, and shall not be bound by any amendment to which it did not consent in writing nor any payment of the Master Issuer and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined rent made more than one month in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indentureadvance.

Appears in 1 contract

Samples: Lease Agreement (Bebe Stores Inc)

Mortgages. ~~(a) Upon~~ 10.2.1 Although the ~~occurrence~~ Lessee may Mortgage its interest in this Lease without the consent of the Lessor and the First Nation, no Mortgage is valid until the proposed Mortgagee has entered into a Mortgage Acknowledgement Agreement, substantially in the form attached as Schedule D, with any changes as may be agreed to by the Parties and the Mortgagee. 10.2.2 The Lessee will ensure that any Mortgage does not conflict with the terms of this Lease and, by complying with such Mortgage, the Lessee will not be in default of this Lease. 10.2.3 If the Lessee defaults on an obligation in a Mortgage, then the Lessor or the First Nation may cure the default under the Mortgage on the Lessee’s behalf and all expenses incurred by such Party to cure such default are payable by the Lessee as Additional Rent or First Nation Fees, as the case may be. 10.2.4 If the Lessee defaults on an obligation in this Lease, then: 10.2.4.1 any default notice issued by a Party under section 11 will not be valid for any purpose unless and until a copy of such notice is also provided to all Mortgagees of valid Mortgages; and 8 This clause ensures that the Lessee-developer cannot provide itself with any greater voting representation than it has by unit ownership. 10.2.4.2 a Mortgagee of a valid Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record cure or cause to be ~~recorded any Mortgage until the occurrence~~ cured a default of ~~a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian~~ this Lease on behalf of the ~~Trustee shall~~ Lessee within the time period specified in this Lease or in the applicable default notice, whichever is greater, from the date of delivery of the notice to the Mortgagee. 10.2.5 A Mortgagee may exercise all of its rights and remedies with respect to this Lease and the Lessee’s leasehold interest in the Premises, including the right to sell or assign the Lease, on the condition that the sale or assignment will not be valid without the consent of each of the Lessor and the First Nation and until the proposed assignee has entered into an Assignment Consent Agreement, substantially in the form attached as Schedule C, with any changes as may be agreed to by the Parties and the assignee. 10.2.6 If the Lessee defaults on an obligation in this Lease, then: 10.2.6.1 any default notice issued by a Party under section 11 will not be valid for any ~~duty~~ purpose unless and until a copy of such notice is also provided to all Mortgagees of valid Mortgages; 10.2.6.2 a Mortgagee of a valid Mortgage may cure or ~~obligation~~ cause to ~~inspect~~be cured a default of this Lease on behalf of the Lessee within the time period specified in this Lease or in the applicable default notice, ~~review~~ whichever is greater, from the date of delivery of the notice to the Mortgagee; and 10.2.6.3 if the Mortgagee notifies each of the Lessor and the First Nation within the cure period that the Mortgagee has taken or ~~examine~~ intends to take formal proceedings to enforce its Mortgage and protect its position, then: 10.2.6.3.1 the Mortgagee will have sufficient time to pursue such proceedings to their conclusion, acting expeditiously, to enforce its Mortgage and protect its position; 10.2.6.3.2 once such proceedings are commenced, the Lessor and the First Nation will not exercise any of their respective remedies (except for their respective rights to cure in accordance with sections 11.1.3 and 11.3.3), on the condition that the Mortgagee actively prosecutes such proceedings to their conclusion; and 10.2.6.3.3 if, upon the conclusion of such proceedings, the rights of the Lessee have been released to the Mortgagee or foreclosed or sold, then, on the condition that all previous defaults under this Lease that are capable of being cured have been fully cured, the Mortgagee or, subject to section 10.2.4.2, the purchaser will become the Lessee. 10.2.7 Notwithstanding anything contained in this Lease, all obligations to construct Improvements in this Lease will not apply to a Mortgagee of a valid Mortgage during a period in which the Mortgagee is exercising its rights under section 10.2.6.3. 10.2.8 A Mortgagee may exercise all of its rights and remedies with respect to this Lease and the Lessee’s leasehold interest in the Premises, including the right to sell or assign the Lease or to appoint a receiver of the Lessee or a receiver of the Premises (either by appointment under a security instrument or by an appointment by a court order) and take possession and administer the Premises (including with respect to the collection of rents and realizing any other rights or benefits of the Lessee in respect of the Premises), on the condition that, if the Mortgagee exercises any such ~~Mortgages~~ power of sale or ~~to determine that~~ assignment, then the ~~same are valid~~sale or assignment will not be valid without the consent of each of the Lessor and the First Nation and until the proposed assignee has entered into an Assignment Consent Agreement, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays substantially in the ~~recordation~~ form attached as Schedule C, with any changes as may be agreed to by the Parties and the assignee. 10.2.9 The Lessee will not surrender any part of ~~any Mortgage, for~~ this Lease or the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and each New Owned Real PropertyPremises, and the ~~Proceeds thereof. Upon~~ Lessor and the ~~request~~ First Nation will not accept any such surrender, without the prior written consent of ~~Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing~~ each Mortgagee of a ~~sale~~ valid Mortgage. 10.2.10 Notwithstanding any other provisions of this Lease, a Mortgagee will not be responsible for the Lessee’s obligations in this Lease, including any ~~Contributed Owned Real Property~~ requirement to take out or maintain insurance or any ~~New Owned Real Property; provided that if such closing shall not occur~~requirement to indemnify, such release of mortgage shall be returned by the escrow agent directly to the Trustee. (b) Notwithstanding Section 8.37(a) above or anything else contained in this Base Indenture or any other Related Document, the aggregate amount of all Obligations of the Master Issuer unless and Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall not, at any time, exceed the Indenture Threshold Amount of Indebtedness (as defined in Annex B) that may be secured by Debenture Restricted Assets under the Unsecured Debenture Indenture, determined in accordance with the terms of the Unsecured Debenture Indenture, without requiring holders of the Unsecured Debentures to be equally and ratably secured in accordance with the terms of the Unsecured Debenture Indenture.until either:

Appears in 1 contract

Samples: Lease Agreement

Common use of Mortgages Clause in Contracts