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 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 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 3 contracts
Sources: Base Indenture (Wendy's Co), Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
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 Eventany 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 Eventwritten 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 TrusteeCity 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 PartyGrantee 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 Partyessence, 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 Trusteeidentified 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 Managersuch 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 Trusteeprovisions 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
Sources: Air Rights Easement Agreement, Air Rights Easement Agreement
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 recordationthose 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 Propertiesthe 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 Propertiesthe 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
Sources: Base Indenture (Dine Brands Global, Inc.), Base Indenture (Dine Brands Global, Inc.)
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 Eventmade 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 Eventand all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the Master Issuer shall deliver such Mortgages to the Trusteeinterest 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 Eventwritten request therefor from Landlord, the Trustee shallexecute, 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 Eventinstruments 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 doubta Mortgage, Wendy’s Properties this Lease shall not be required tobecome 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
Sources: Deed of Lease (Icf Kaiser International Inc), Deed of Lease (Icf Kaiser International 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 Eventuseful 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 Documentmatter 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 notprovisions 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
Sources: 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 Eventsatisfactory 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 PartyManagement 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 doubtthis 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 inspectbeing 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, WendyManager’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 ManagerBase 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
Sources: 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 IndentureListed 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
Sources: Second Priority Credit Agreement (Istar Financial Inc), Second Priority Credit Agreement (Istar Financial 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 recordationthose 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 Propertiesthe 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 Propertiesthe 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
Sources: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, 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 (90180) 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 EventReal 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 Propertiesthe 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 Propertiesthe 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
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 EventRepresentative, 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 RepresentativeAmended 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
Mortgages. (a) Upon In the occurrence event that the Loan Parties have not completed the Disposition of a Mortgage Preparation Eventthe 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 ineach 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 Trusteesuch 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
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 rime 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 Eventmade 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 Eventand all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the Master Issuer shall deliver such Mortgages to the Trusteeinterest 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 Eventwritten request therefor from Landlord, the Trustee shallexecute, 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 Eventinstruments 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 doubta Mortgage, Wendy’s Properties this Lease shall not be required tobecome 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.
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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 Eventin 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 TrusteeAgent 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 EventProperty 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 (20Extended 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 doubtBorrower 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 PropertyMortgages, and the Proceeds thereof. Upon the request of Wendy’s Propertiesany 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 Documentcosts, 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 Indentureincluding, 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 IndentureExtended New Mortgage Deadline, as applicable.
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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(c3.01(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
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 Eventand 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 TrusteeMortgagee'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 Eventseparate 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 PartyPremises 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 Partyany 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
Sources: Master Lease Agreement (Cedar Income Fund LTD /Md/)
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 Eventthis 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 Trusteeon 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 DocumentLease, 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
Mortgages. Redhook 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 for the occurrence cost of any authorized capital improvements with a useful life in excess of five years. No Subleasehold Mortgage shall extend to or affect the fee, the reversionary interest or the estate of PDA and/or the Air Force in or to any land, building or improvements existing or subsequently constructed on the Subleased Premises and all such mortgages shall be subordinate to any security interest in the Subleased Premises or any property of Redhook at the Subleased Premises granted to FDA or the State of New Hampshire in conjunction with any financing assistance under Section 4A.1. No Subleasehold Mortgage shall be binding upon PDA arid/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 PDA and the Air Force and such mortgage is authorized under this Section 19.7. PDA and Redhook agree that so long as any authorized Subleasehold Mortgage is a lien on Redhook's estate in the Subleased Premises, the mortgagee or beneficiary thereunder ("Subleasehold Mortgagee") shall have all of the following rights:
(1) If Redhook shall have delivered to PDA prior written notice of the address of any Subleasehold Mortgagee, PDA will give to the Subleasehold Mortgagee a copy of any notice under this Sublease at the time of giving such notice to Redhook, and will give to the Subleasehold Mortgagee notice received by PDA of any rejection of this Sublease by the trustee in bankruptcy of Redhook or by Redhook as debtor-in-possession. In such case no termination of this Sublease or termination of Redhook's right of possession of the Subleased Premises or reletting of the Subleased Premises by PDA predicated on the giving of any notice shall be effective unless PDA gives to the Subleasehold Mortgagee written notice or a copy of its notice to Redhook of such default or termination, as the case may be. Notices, demands and requests from PDA to the Subleasehold Mortgagee shall be mailed to the address given to PDA by certified or registered mail and notices, demands and requests from the Subleasehold Mortgagee to PDA shall be delivered in the manner and to the address as specified in Article 23 hereof.
(2) In the event of any default by Redhook under the provisions of this Sublease, the Subleasehold Mortgagee will have the same concurrent grace periods as are given Redhook for remedying such default or causing it to be remedied, plus, in each case, an additional period of thirty (30) days after the expiration thereof or after FDA has served a notice or a copy of a Mortgage Preparation Eventnotice of default upon the Subleasehold Mortgagee, whichever is later.
(3) In the event Redhook shall default under any of the provisions of this Sublease, the Master Issuer Subleasehold Mortgagee, without prejudice to its rights against Redhook, shall have the right to cure such default within the applicable grace periods provided for in the preceding paragraph of this Section whether the same consists of the failure to pay rent or the failure to perform any other matter or thing which Redhook is hereby required to do or perform, and PDA shall accept such performance on the part of the Subleasehold Mortgagee as though the same had been done or performed by Redhook. For such purpose PDA and Redhook hereby authorize the Subleasehold Mortgagee to enter upon the Subleased Premises and to exercise any of Redhook's rights and powers under this Sublease, and subject to the provisions of this Sublease, under the Subleasehold Mortgage.
(4) The term "incurable default" as used herein means any default which cannot be cured by a Subleasehold Mortgagee. The term "curable default" means any default under this Sublease which is not an incurable default. In the event of any curable default under this Sublease, and if prior to the expiration of the applicable grace period specified in subparagraph (2) of this Section, the Subleasehold Mortgagee shall give PDA written notice that it intends to undertake the curing of such default, or to cause the preparation same to be cured, or to exercise its rights to acquire the leasehold interest of fully executed Mortgages for recordation against Redhook by foreclosure or otherwise, and shall immediately commence and then proceed with all due diligence to do so, whether by performance on behalf of Redhook of its obligations under this Sublease, or by entry on the Real Estate Assets (excluding Subleased Premises by foreclosure or otherwise, then PDA will not terminate or take any action to effect a termination of this Sublease or re-enter, take possession of or relet the Contributed Restaurant Third-Party Leases). Within ninety (90) days Subleased Premises or similarly enforce performance of this Sublease so long as the Subleasehold Mortgagee is, with all due diligence and in good faith, engaged in the curing of such Mortgage Preparation Eventdefault, the Master Issuer shall deliver or effecting such Mortgages to the Trusteeforeclosure, 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 Eventprovided, the Trustee shallhowever, 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 Subleasehold -42- Mortgagee shall not be required to, and the Trustee may not, record to continue such possession 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 continue such foreclosure proceedings if such default shall be under cured. Nothing herein shall preclude PDA from terminating this Sublease with respect to any duty or obligation additional default which shall occur during the aforesaid period of forbearance and not be remedied within the period of grace, if any, applicable 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 Trusteeadditional default.
(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
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 recordationthose 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 Propertiesthe 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 Propertiesthe 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
Sources: Base Indenture (Fat Brands, 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 (90a "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 todisturbed by Mortgagee, its successors or assigns; and (5) the Trustee may notLease 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 Representativethis 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 DocumentLandlord'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 Indentureperform Landlord's obligations hereunder.
Appears in 1 contract
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 IndentureListed 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
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 (90a "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 Event21 shall be self-operative, the Trustee shalland 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 Eventor 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 doubtTenant'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 Partiesusual form of such Landlord's Mortgagee, legalproviding 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 inacceptance 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 Managerleasehold 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 Trusteeobtain 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 DocumentLease, 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
Sources: Lease Agreement (Bebe Stores 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 Eventmade 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 Eventand all renewals, the Master Issuer shall deliver such Mortgages to the Trusteemodifications, 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 Eventrequest therefor from Landlord, the Trustee shallexecute, 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 Eventinstruments 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 doubta first Mortgage, Wendy’s Properties this Lease shall not be required tobecome 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
Sources: Deed of Lease (Guardian Technologies International 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 or a third-party service provider engaged by 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 or a third-party service provider engaged by 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 (the costs of which will be reimbursed to the Trustee as Mortgage Recordation Fees in accordance with the Priority of Payments) (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee or its agent 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 Trustee or its agent and the Trustee having received written notice from the Control Party that a Rapid Amortization EventMortgage Recordation Event has occurred. 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 recordation shall be reimbursed by to 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 Trustee in accordance with the Priority of Payments; provided, however, if the Trustee or the Control Party in good faith determines that the payment of such amounts would not be ultimately recoverable from subsequent payments or collections from any funds on deposit in the Collection Account or funds reasonably expected to be deposited in the Collection Account following such date of determination, giving due consideration to allocations and disbursements of funds in such account and the limited assets of the Securitization Entities, then such Mortgage Recordation Fees will not be incurred. 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). In the event that, following the occurrence of a Mortgage Recordation Event, the Manager is unwilling or unable to satisfy the Master Issuer’s obligations with respect to the preparation of Mortgages, the Servicer shall cause the preparation, execution and delivery of the Mortgages in accordance with the terms of the Servicing Agreement. The Trustee shall have no obligation to prepare any Mortgages in the event the Manager fails to do so. 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 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
Sources: Base Indenture (Wendy's Co)
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 Eventthis 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 Trusteeon 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 DocumentLease, 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
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 (90a “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 Eventherein as “Landlord’s Mortgagee”) and to increases, the Trustee shallrenewals, at the direction of the Control Partymodifications, 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 PartyPremises 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 recordationTenant. 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 Trusteeexisting 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 inexclusive remedy, Wendyshall 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 DocumentLease, 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
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 EventMortgagee 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 Eventand 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 Trusteeinterest 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 Trusteeany.
(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 notto 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 Indenturesuch ground or underlying lease.
Appears in 1 contract
Sources: Deed of Lease (Versatility 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 Eventdeed 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 inany ground lease, Wendy’s Properties’ rightmaster 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 Propertiesthis 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 Trusteeterms 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 DocumentLease, 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
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, Wendythe 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
Mortgages. (a) Upon Grantee, and its successors, subtenants and assigns permitted hereunder shall have the occurrence of right to mortgage and pledge its interest in this Agreement (a Mortgage Preparation Event“Mortgage”) to a lender (a “Mortgagee”), 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 in accordance with and subject to the Trusteeterms, to be held conditions, requirements and limitations of this Section 9. Grantor and ▇▇▇▇▇▇▇ 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 the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation EventMortgagee, 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 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, intended for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (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 Permitted Liens)the terms, covenants and conditions of this Agreement, and security interests in, Wendy’s Properties’ at all times shall be inferior and subject to the prior right, title and interest in and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereofof Grantor herein. 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 Notwithstanding anything to the Trusteecontrary set forth in this Agreement, in no event shall the fee interest in the Easement Air Space be subordinate to any Mortgage.
(b) Notwithstanding 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 ▇▇▇▇▇▇▇’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 8.37(a9(b) above or anything else contained in this Base Indenture 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 Related Documentnotice 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 aggregate amount 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 Obligations Grantee notice and cure periods), provided, however, that if such failure is of the Master Issuer 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 Wendy’s Properties secured under any Indenture Document by the Debenture Restricted Assets shall notdiligently and continuously pursued to completion thereafter, 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.and
Appears in 1 contract
Sources: Air Rights Easement Agreement
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, that the Applicable Properties will not be subject to such requirement. 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 recordationthose 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 Propertiesthe 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 Propertiesthe 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 1 contract
Sources: Omnibus Amendment (Fat Brands, 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 EventFranchise 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 recordationthose 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 Propertiesthe 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 Propertiesthe 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
Sources: Base Indenture (DineEquity, Inc)
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 Eventmarket 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 Trusteeterms, 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
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 Eventmade 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 Eventand all renewals, the Master Issuer shall deliver such Mortgages to the Trusteemodifications, 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 Eventrequest therefor from Landlord, the Trustee shallexecute, 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 Eventinstruments 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 doubta first Mortgage, Wendy’s Properties this Lease shall not be required tobecome 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
Mortgages. (a) Upon the occurrence receipt of a Mortgage Preparation Eventnon-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 Eventdeed 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 inany ground lease, Wendy’s Properties’ rightmaster 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 Propertyincreases, 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 PropertiesExhibit 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 Indenturethis 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 Indenturesubordination agreement within ten (10) days after Landlord's request therefor.
Appears in 1 contract
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 Eventto this Lease, the Master Issuer shall deliver such Mortgages to the Trusteeand, 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 Eventforeclosure, 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 thereofsuch 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 occurthirty-day period, such release of mortgage then Tenant shall be returned by the escrow agent directly entitled to the Trusteeterminate 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
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 (90a “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
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 Eventthis 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 Trusteeon 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 DocumentLease, 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
Mortgages. Each Mortgage (a) Upon the occurrence of other than a Mortgage Preparation Eventgranted by a U.K. Borrower or a U.K. Guarantor) is effective to create, in favor of the Master Issuer shall cause the preparation of fully executed Mortgages Collateral Agent, 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 its benefit and the benefit of the Secured Parties Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed 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 (20offices specified on Schedule 8(a) 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 Perfection Certificates most recently delivered on or prior to the Trustee Amendment No. 210 Effective Date (or, in the case of any Mortgage executed and (ii) delivered after 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 date thereof in accordance with the provisions of Section 5.11 and Section 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 5.11 and Section 5.12), the Mortgages shall constitute First Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required tofully perfected Liens on, and the Trustee may notsecurity interests in, 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 all right, title and interest 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 Loan Parties in the recordation of Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any Mortgageother person, for other than Permitted Liens. The Mortgages granted by eachthe U.K. Borrower and each applicable U.K. Guarantor under the rejection of a Mortgage by any recording office or for the failure of any Mortgage relevant U.K. Security Agreement are effective to create in favor of the TrusteeCollateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, Wendyall of each such Loan Party’s Properties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of each Contributed Owned Real applicable U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each New Owned Real Propertycase prior and superior in right to any other Person, 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 other than with respect 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 rights 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 Persons pursuant to Permitted Liens until terminated 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 Indenturehereof.
Appears in 1 contract
Sources: Credit Agreement (Novelis 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 Eventof 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 IndentureLease. 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 Indentureparagraphs 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 Indenturedefault under any Leasehold Mortgage or Landlord in default under any Mortgage.
Appears in 1 contract
Sources: Lease Agreement (Dionics Inc)
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 Leasesbe on Landlord's Mortgagee's standard form). Within ninety (90) days of such Mortgage Preparation EventNotwithstanding 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 occurimprovements to, such release of mortgage shall be returned by the escrow agent directly to the TrusteePremises.
(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 Documentremedy 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 Indentureperform Landlord's obligations hereunder.
Appears in 1 contract
Sources: 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”) 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 Leasesbe on Landlord's Mortgagee's standard form). Within ninety (90) days of such Mortgage Preparation EventNotwithstanding 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 occurimprovements to, such release of mortgage shall be returned by the escrow agent directly to the TrusteePremises.
(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 Documentremedy 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 Indentureperform Landlord's obligations hereunder.
Appears in 1 contract
Sources: 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 Eventthis 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 Trusteeon 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 DocumentLease, 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