Common use of SUBORDINATE MORTGAGES Clause in Contracts

SUBORDINATE MORTGAGES. Borrower shall not, without the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the Mortgaged Property (each a "Subordinate Mortgage"). If Huntington consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, any such Subordinate Mortgage shall contain express covenants to the effect that: (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to the lien of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of Huntington; (c) in the event of any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and (f) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, notwithstanding any change in the variable rate of interest being charged under the Notes.

SUBORDINATE MORTGAGES. Borrower shall not, without Without the prior written consent of HuntingtonMortgagee being first had and obtained, which consent may be withheld in Huntington's sole discretionMortgagor will not create, grant suffer to exist, execute or permit to be created deliver any lienlien against the Mortgaged Property, or any pledge, security interest agreement, mortgage, deed of trust or other encumbrance, other than Permitted Encumbrances, security covering all or any portion of the Mortgaged Property. Notwithstanding the foregoing, Mortgagee acknowledges that Mortgagor has obtained certain secondary financing that is secured by all or a portion of the Mortgaged Property, but is subordinate and subject to the security of this Mortgage; it being the intent of the parties hereto that this Mortgage shall be a first lien on the Mortgaged Property (each securing the Secured Indebtedness. Mortgagor represents and covenants with Mortgagee that Exhibit B which is attached hereto, made a "Subordinate Mortgage")part hereof, and incorporated herein by this reference, lists all persons, firms or entities that have a security interest in, or lien upon, any portion of the Mortgaged Property, and states the extent of such security interests or liens. If Huntington Mortgagee hereby expressly consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceablesubordinated security interests and liens set forth on Exhibit B attached hereto; provided however, any such Subordinate Mortgage shall contain express covenants to the effect that: (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always that nothing herein shall be unconditionally subordinate construed in a manner that would permit the Mortgagor to further mortgage or hypothecate the lien of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgaged Property except as set forth in this Mortgage, and the Mortgage and all instruments incorporated nothing herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted construed in a manner that would permit the Mortgagor to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of Huntington; (c) in the event of any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and (f) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to increase the extent of the security interests or liens upon the Mortgaged Property as set forth on Exhibit B, or to increase the indebtedness which is secured by the security interests and liens set forth thereon, absent the express written consent of the Mortgagee. Should Mortgagor violate the provisions of this Section 1.11, Mortgagee may, at its option, declare the entire Indebtedness unpaid principal balance and all interest accrued thereon, secured herebyby this Mortgage, notwithstanding any change immediately due and payable, and Mortgagor shall pay to Mortgagee in addition thereto a Default and Acceleration Prepayment Premium in an amount determined in accord with the variable rate of interest being charged under the Notesformula set out in Section 3.18 below.

SUBORDINATE MORTGAGES. Borrower shall not, without the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, other than Permitted Encumbrances, covering any of the Mortgaged Property (each a "Subordinate Mortgage"). If Huntington consents to a Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable, any such Subordinate Mortgage shall contain express covenants to the effect that: (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference is and always shall be unconditionally subordinate to the lien of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgage, and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any time without giving notice to or obtaining the consent of the Subordinate Mortgage holder; (b) if any action shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases shall be named as a party defendant and no action shall be taken which would terminate any occupancy or tenancy without the prior written consent of Huntington; (c) in the event of any conflict between the covenants and agreements of the Mortgage and the Subordinate Mortgage, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to Huntington; and (f) the holder of the Subordinate Mortgage shall acknowledge the existence of the Indebtedness secured hereby and further acknowledge that the lien of the Mortgage shall at all times be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, notwithstanding any change in the variable rate of interest being charged under the NotesNote.

SUBORDINATE MORTGAGES. Borrower shall not, without Beneficiary prohibits any other Lien on the prior written consent of Huntington, which consent may be withheld in Huntington's sole discretion, grant or permit to be created any lien, security interest or other encumbrance, Property other than Permitted Encumbrances, covering any of the Mortgaged Property Encumbrances (each a "Subordinate Mortgage"). If Huntington consents to a , but if the prohibition on Grantor's execution of any Subordinate Mortgage or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceableunenforceable under applicable law, Grantor shall not execute any such Subordinate Mortgage shall contain express covenants unless Grantor has first delivered to Beneficiary a written agreement, acceptable to Beneficiary, executed by the effect that: holder of the Subordinate Mortgage which provides that (a) the lien of the Subordinate Mortgage and all instruments incorporated therein by reference the right to payment thereunder is and always shall be at all times remain unconditionally subject and subordinate to the lien this Deed of the Mortgage and to all advances made pursuant to, and sums secured by, the Mortgage, Trust and the Mortgage and all instruments incorporated herein by reference may be renewed, extended, restructured, modified, increased or reinstated at any time without giving notice to or obtaining the consent right of the Subordinate Mortgage holder; payment hereunder; (b) if any action shall be instituted or proceeding is commenced to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of Tenant under any of the Leases Lease shall be named as a party defendant and no in such action or proceeding, nor shall be taken which would such action or proceeding terminate any occupancy or tenancy Lease, without the Beneficiary's prior written consent of Huntington; consent; (c) in the event of any conflict between the covenants all Rents and agreements of the Mortgage and the Subordinate MortgageProfits, the covenants and agreements of the Mortgage shall prevail; (d) Rents, if whether collected directly by or for the holder of the Subordinate MortgageMortgage or through a receiver, shall be held in trust for Beneficiary, paid over to the Beneficiary and applied first to the Obligations hereunder, second to the payment of the Indebtedness Impositions, and expenses incurred in the ownership, operation thereafter to payment of maintenance and maintenance of the Mortgaged Property in such order as Huntington may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (e) a copy of any notice of default under the Subordinate Mortgage and written notice and opportunity to cure of not less than thirty (30) days prior operating costs relating to the commencement of any action to foreclose or otherwise enforce the Subordinate Mortgage shall be given to HuntingtonProperty; and and (fd) the holder of the Subordinate Mortgage shall acknowledge give written notice to Beneficiary not later than ten (10) days prior to commencing any judicial or nonjudicial action or proceeding to foreclose the existence Subordinate Mortgage. Grantor acknowledges and agrees that Beneficiary's determination as to whether or not to grant its consent to any proposed Subordinate Mortgage shall be based upon, among other things, the debt coverage ratio of the Indebtedness combined Obligations secured hereby by this Deed of Trust and further acknowledge that the lien of the Mortgage indebtedness to be secured by such proposed Subordinate Mortgage, in addition to such other factors as Beneficiary, in its sole and absolute discretion, shall at all times determine to be and remain superior and prior to the lien of the Subordinate Mortgage to the extent of the entire Indebtedness secured hereby, notwithstanding any change in the variable rate of interest being charged under the Notesrelevant or appropriate.