GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”).
Appears in 2 contracts
Sources: Credit Agreement (Sprague Resources LP), Credit Agreement
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, titletitle and interest of Grantor in, claim to and under, or demand whatsoever derived from, the plots, pieces and parcels of Mortgagor, in possession or expectancy, in and to those certain tracts of land, land more particularly described in Exhibit A, attached A hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and TOGETHER with all of MortgagorGrantor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any landthe tenements, in any county hereditaments, appurtenances and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to all the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, estates and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created Grantor in and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All TOGETHER with all of MortgagorGrantor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, buildings and improvements now or any other real property hereafter located on the Land (collectively, hereinafter collectively referred to as the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest interest, if any, of Mortgagor inGrantor in and to the streets, to roads, sidewalks and under all easementsalleys abutting the Land, rights of way, licenses, operating agreements, abutting and strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the center line thereofuse and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in, in and to any and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverproperty, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently hereinafter contained or attached to, or contained in or to and used or usable in any way in connection with any operation the Land and the Improvements to the extent the same constitutes real property or letting of fixtures in the Mortgaged Property state in which the Land is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hosesappliances, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliancesequipment, fittings and fixtures, to the extent the same constitutes real property or fixtures of every kind and description held in connection with the operation of, and state in which the Land is located on(the Land, the Mortgaged Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being are hereinafter collectively referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsproceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, together with whether at law or in equity or by any other means, all other rents, royalties, issues, profits, revenue, income provisions and other benefits arising from the use and enjoyment options thereof or thereunder (all of the Mortgaged Property (foregoing are hereinafter collectively referred to as defined below) (collectively, the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums premiums, accrued, accruing or to accrue under insurance policies now or subsequently hereafter obtained by Mortgagor Grantor and relating to the Mortgaged Security Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon compensation heretofore and the right to collect and receive the same, hereafter made to the present or any and all subsequent owner owners of the Mortgaged Security Property by any governmental or Equipment other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Security Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant therein, including awards for any change of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, grade of streets (all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter collectively referred to as the “Mortgaged PropertyAwards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.
Appears in 2 contracts
Sources: Deed of Trust (Aventine Renewable Energy Holdings Inc), Deed of Trust (Aventine Renewable Energy Holdings Inc)
GRANTING CLAUSES. For good To secure the obligations of Mortgagor under the Guaranty and valuable considerationthe payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the receipt Guaranty, the Loan Agreement, the Notes, any and sufficiency all other mortgages, security agreements, assignments of which are hereby acknowledgedleases and rents, Mortgagor agrees that guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure complete or guarantee the payment and performance when due (whether at the stated maturity, by acceleration of all or otherwise) any portion of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINindebtedness under the Notes or the Guaranty and any and all renewals, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEextensions, GRANTamendments and replacements of this Mortgage, BARGAINthe Guaranty, SELLthe Loan Agreement, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in Notes and to those certain tracts of land, described in Exhibit A, attached hereto any such other documents and made a part hereof instruments (the “Land”); The rightsGuaranty, interests the Loan Agreement, the Notes, this Mortgage, such other mortgages, security agreements, assignments of leases and estates created under those certain servitudesrents, easementsguaranties, rights letters of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereofcredit, and all of Mortgagor’s right, title any other documents and interest (whether instruments now owned or hereafter acquired by operation of Law or otherwise) executed and delivered in connection with the Loan, and any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any all amendments, renewals, extensionsextensions and replacements hereof and thereof, supplementsbeing sometimes referred to collectively as the “Loan Instruments” and individually as a “Loan Instrument”) and to secure payment of any and all other indebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to Lender, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently now existing or hereafter created and whether now owned created, absolute or hereafter acquired by operation of Law contingent, direct or otherwise) usedindirect, held for use in connection withliquidated or unliquidated, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement otherwise (all of the foregoing non-excluded rights or property in this paragraph (f) indebtedness and liabilities secured hereby being hereinafter sometimes referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, andMortgagor’s Liabilities,” provided that Mortgagor’s Liabilities shall, in each such caseno event, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”exceed $30,000,000), Mortgagor does hereby convey, mortgage, warrant, assign, transfer, pledge and all rights of Mortgagor in respect of cash and securities deposited thereunder and deliver to Lender the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, following described property subject to the provisions relating to insurance generally set forth below; terms and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”).conditions herein:
Appears in 2 contracts
Sources: Credit Agreement (Quixote Corp), Credit Agreement (Quixote Corp)
GRANTING CLAUSES. For good In order to secure the repayment of the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, and valuable considerationto declare the terms and conditions upon which the Obligations are to be secured, the receipt Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and sufficiency confirm unto the Mortgagee, and its respective assigns the following (all of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at hereinafter collectively called the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: "Mortgaged Property"): All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of the Mortgagor in and to those fee and leasehold estates in real property described in Exhibit "A" hereto, subject in each case to those matters set forth in such Exhibit, together with all buildings, improvements, fixed assets, personalty and fixtures now or in the future annexed, affixed or attached to said real property or said buildings, improvements or structures located thereon; and All right, title and interest of the Mortgagor in, to and under any and all easementsgrants, privileges, rights of way, licenseseasements and other similar interest now owned, operating agreementsheld, abutting strips leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with the real property described in Exhibit “A” hereto or, the construction, acquisition, ownership, use or operation by or on behalf of the Mortgagor of all buildings and gores of landimprovements located on the property encumbered hereby, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and wherever located. TOGETHER WITH all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating belonging or otherwise pertaining to the Real Estateaforesaid property or any part thereof, and any with all reversions, remainders, rents, issuesincome, profits revenues, profits, cash, proceeds, products and revenue thereof and all land lying in the bed of benefits at any streettime derived, road received or avenue, in front of had from any or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal above-described property of every kind and nature whatsoever, the Mortgagor and all appurtenances and additions thereto and substitutions deposits or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of other accounts into which the same may be deposited. TO HAVE AND TO HOLD the Mortgaged Property (as defined below)unto the Mortgagee and its respective assigns forever, including but without limiting to secure the generality payment and performance of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementObligations, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy due performance of the Mortgaged Property or the Equipment or any part thereofcovenants, now existing or subsequently entered into by Mortgagor agreements and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”)provisions herein contained, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domainuses and purposes and upon the terms, condemnation or otherwiseconditions, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; provisos and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained agreements hereinafter expressed and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)declared.
Appears in 1 contract
Sources: Real Estate Mortgage (Green Plains Renewable Energy, Inc.)
GRANTING CLAUSES. For good Grantor hereby irrevocably and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, absolutely does by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, these presents GRANT, BARGAIN, SELL, PLEDGECONVEY, TRANSFER, ASSIGN, WARRANTAND SET OVER to Trustee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with GENERAL WARRANTY with all powers of sale and all statutory rights under the laws of the State of Maryland, for the benefit of Beneficiary and its successor and assigns, and grants to Trustee a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever to and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in Washington County, Maryland, for the benefit of Mortgagor, in possession or expectancy, in Beneficiary and to those certain tracts of land, its successors and assigns and more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The rights, interests together with all buildings, structures and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether improvements now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown erected on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related all fixtures and items that are to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property become fixtures thereto (collectively, the “Improvements”; together with );
(b) All and singular the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of rights-of-way, licenses, operating agreementspermits, abutting strips and gores rights of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interestsuse or occupancy, privileges, licensestenements, tenementsappendages, hereditaments and appurtenances belonging, relating and other rights and privileges attached or pertaining belonging to the Real EstateLand or Improvements or in any wise appertaining thereto, whether now or in the future, and any reversions, remainders, all the rents, issues, issues and profits and revenue thereof and all from the Land or Improvements;
(c) The land lying in the bed of within any street, road or alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land to the center line thereofLand; and all right, title and interest interest, if any, of Mortgagor in, Grantor in and to any strips and under all of gores adjoining the fixtures, chattels, business machines, Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances appliances, furniture and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter located in or upon or affixed to the Land or Improvements, or contained in any part thereof, or used or usable in any way in connection with any construction on or any present or future operation or letting of the Mortgaged Property (as defined below)Land or Improvements, including now owned or hereafter acquired by Grantor, including, but without limiting limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, shadesfloor coverings, blindscabinets, curtainspartitions, draperiesconduits, artworkducts and compressors; and all cranes and craneways, carpetsoil storage, rugs, storm doors sprinkler/fire protection and windows, furniture water service equipment; and furnishings, heating, electricalalso including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and mechanical equipmentincluding without limitation all tools, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment musical instruments and systems, stovescabinets, rangesawnings, laundry window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, cleaning systems (including window cleaning apparatus)refrigeration equipment, telephones, communication systems (including satellite dishes and antennae), televisionscables, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materialssoftware, security systemsbooks, motorssupplies, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduitskitchen equipment, appliances, fittings tractors, motor vehicles, lawn mowers, ground sweepers and fixtures tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of every kind the foregoing; it being understood and description held agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Deed of Trust at the date of receipt of any such award or payment by Grantor or Beneficiary, and of the reasonable counsel fees, costs and disbursements incurred by Grantor or Beneficiary in connection with the operation ofcollection of such award or payment. ▇▇▇▇▇▇▇ agrees to execute and deliver, and located onfrom time to time, the Mortgaged Property, and all licenses and permits such further instruments as may be requested by Beneficiary to confirm such assignment to Beneficiary of whatever nature, including, but not limited to, that now any such award or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause payment;
(f) shall Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not include yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or property in this paragraph Improvements;
(fh) being referred to All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the “Equipment”)Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements;
(i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Grantor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Beneficiary with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom;
(m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Maryland Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor located on and used in the operation of Mortgagor the Land or Improvements;
(n) All of Grantor’s right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements;
(o) Any and all substitutes substitutions, accessions, additions and replacements ofto any of the foregoing; and
(p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all additions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and improvements toinventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Deed of Trust, the Mortgaged Property and term “proceeds” means whatever is received when any of the Equipment, subsequently acquired by Mortgagor foregoing or the proceeds thereof (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the Security Agreement or case of doubt as to whether a particular item is to be included in the Credit Agreement; all right, title and interest definition of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to timePremises, the “Leases”)doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereofroyalties, together with all other rents, royaltiesrevenues, issues, profitsprofits and proceeds therefrom, revenueunto Trustee, income its successors and other benefits arising from assigns, forever, for the use uses and enjoyment purposes herein expressed. THIS DEED OF TRUST IS GIVEN TO SECURE: Payment of the Mortgaged Property (as defined below) (collectively, the “Rents”)Indebtedness; all unearned premiums under insurance policies now or subsequently obtained payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Mortgagor relating Beneficiary pursuant to the Mortgaged Property Note or Equipment Deed of Trust or otherwise advanced under the Loan Documents, including without limitation advances made by Beneficiary to protect the Premises or the lien of this Deed of Trust or to pay taxes, assessments, insurance premiums, and Mortgagor’s interest in and all other amounts that Grantor has agreed to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject pay pursuant to the provisions relating hereof or that Beneficiary has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to insurance generally set forth belowenable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and all awards the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed of Trust, the Note and every other compensationagreement, including document and instrument to which reference is expressly made in this Deed of Trust or which at any time evidences or secures the interest payable thereon Indebtedness evidenced by the Note, and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time that certain Loan Agreement executed by Mortgagor or any manager or agent on its behalf relating to Grantor and Beneficiary dated of even date herewith (the ownership“Loan Agreement”) (this Deed of Trust, constructionthe Note, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof Loan Agreement and all agreements such other agreements, documents and options relating to instruments, but excluding the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Beneficiary against the claims of all persons whomsoever subject to the Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth on Beneficiary’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”).
Appears in 1 contract
GRANTING CLAUSES. For good In order to secure the payment and valuable considerationperformance of the Obligations and any other obligations of Grantor hereinafter set forth, Grantor does hereby mortgage, give, pledge, grant, bargain, sell, convey, assign, transfer and set over unto Agent, for the ratable benefit of the Lenders, and the successors and assigns of Agent all of the following described land and interests in land, estates, easements, rights, improvements, property, fixtures, equipment, furniture, furnishings, appliances and appurtenances, whether now owned by Grantor or hereafter acquired and whether the same now exist or hereafter come into existence (hereinafter collectively referred to as the "MORTGAGED PROPERTY"):
(a) Grantor's fee simple interest in and to the Site and all Grantor's right, title and interest in and to the Lease; PROVIDED, however, that if Grantor's interest in the Site or any other part of the Facility is recharacterized as a security title or security interest due to the recharacterization of the Lease as a financing transaction (rather than a true lease), this subsection (a) shall be deemed to serve as a conveyance by Grantor to Agent of all Grantor's security title interest and security interest in the Site and all other parts of the Facility acquired pursuant to, and an assignment by Grantor to Agent of Grantor's rights under and interest in, the receipt Lease; and
(b) All buildings, structures and sufficiency improvements of every nature whatsoever now or hereafter situated on the Site, and all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of every kind and nature whatsoever now or hereafter owned by Grantor and located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of the Mortgaged Property, including all extensions, additions, improvements, betterments, renewals and replacements of any of the foregoing and all the right, title and interest of Grantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, service marks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all inventory, accounts, chattel paper, documents, equipment, fixtures, farm products, consumer goods and general intangibles constituting proceeds acquired with cash proceeds of any of the property described hereinabove, and all insurance proceeds, all of which are hereby acknowledged, Mortgagor agrees that declared and shall be deemed to secure complete payment be fixtures and performance when due (whether at accessions to the stated maturity, by acceleration or otherwise) freehold and a part of the ObligationsMortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Obligations and to be secured by this Instrument; SUBJECT TO THE TERMS AND CONDITIONS HEREINPROVIDED, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEHOWEVER, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: that the term "Mortgaged Property" shall not include any of the Excluded Equipment. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to collectively as the "IMPROVEMENTS"; the Improvements and the Site are herein collectively referred to as the "FACILITY."
(c) All of the estate, Grantor's right, titletitle and interest, claim or demand whatsoever of Mortgagor, in possession or expectancyunder, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privilegesall contracts, franchises, prescriptions, licenses, leasesagreements, permits and/or and other rights documents, including but not limited to those more particularly described in Exhibit A, EXHIBIT "C" attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, additions or changes to and any extensions, supplements, revisions or modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptionsall such contracts, franchises, licenses, agreements, permits and/or and other rights (documents , whether presently now existing or hereafter created entered into in relating to the development, ownership, maintenance and whether now owned or hereafter acquired by operation of Law or otherwise) usedthe Facility, held for use in connection withand including without limitation, or in any way related to the Land; All of Mortgagor’s right, title all Related Contracts and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor Grantor in, to and under the Credit Agreement, the Agency Agreement, the Pledge Agreement and the Guaranty (Lessee)(all of the foregoing being, collectively, the "CONTRACTS"), and all proceeds of any of the Contracts, including, without limitation, all insurance proceeds; and
(d) All easements, rights of rights-of-way, licenses, operating agreements, abutting strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberpowers, and all estates, rights, titles, interests, privileges, licensesliberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or pertaining appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor and the reversion and reversions, remainder and remainders, of the Mortgaged Property from time to time accruing. TO HAVE AND TO HOLD the Mortgaged Property and all parts, rights, members and appurtenances thereof, to the use, benefit and behoof of Agent and the successors and assigns of Agent, IN FEE SIMPLE forever; and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as aforesaid, and has good right to convey the same, that the same is unencumbered except for those matters expressly set forth in EXHIBIT "B" attached hereto and by this reference incorporated herein, and that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to those matters set forth in said EXHIBIT "B" attached hereto. PROVIDED NEVERTHELESS, that Agent shall, at the expense of Grantor, cause this Instrument to be released upon (iiia) FREI's payment in full of all drawingsprincipal, plansinterest and other sums (including, specifications without limitation, any prepayment fees and similar premiums) due and payable under the Notes, as the Notes may from time to time be extended, renewed or related items relating modified, (b) the Company's payment in full of any and all amounts due and payable under the Guaranty, as the Guaranty may from time to time be renewed or modified, (c) Grantor's payment in full, at the times demanded by Agent and with interest thereon at the same rate specified in the Notes, of all sums advanced by Agent to protect the lien of this Instrument, to pay taxes on the Mortgaged Property. , to pay insurance premiums, to pay principal and interest on any indebtedness secured by mortgage deed of trust, lien or charge on the Mortgaged Property (All whether prior to, or subordinate to, or of equal priority with the lien hereof), to pay expenses and attorneys' fees herein provided for and for any other purpose for which Agent is authorized to disburse funds hereunder and (d) Grantor's paying and performing all other obligations of Grantor set forth in this Instrument and in all of the foregoing property other Transaction Documents. This conveyance is intended to operate and rights is to be construed as a mortgage on the Mortgaged Property to Agent and interests now owned or held or subsequently acquired by Mortgagor and described inis made under those provisions of the existing laws of the State of Florida relating to mortgages, and not excluded fromis given to secure the payment and performance by Grantor of its Obligations under the Transaction Documents, including without limitation the foregoing clauses following:
(ai) through (j) are collectively referred to The debt evidenced by the Notes, as the “same may be amended, modified or assigned from time to time executed by Grantor, payable to the order of the Lenders comprising the holders thereof, representing an aggregate indebtedness in the amount of $11,640,000; and
(ii) Any and all additional advances made by Agent to protect or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property”, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not the original Grantor remains the owner of the Mortgaged Property at the time of such advances).
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Security Agreement (Vincam Group Inc)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A attached hereto (the "Land"); TOGETHER with the tenements, easements, hereditaments, appurtenances and all the estates and rights of way, licenses, operating agreements, abutting strips Mortgagor in and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, Land; TOGETHER with all buildings and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road improvements now or avenue, in front of or adjoining hereafter located on the Land (hereinafter collectively referred to as the center line thereof; "Improvements") and all right, title and interest interest, if any, of Mortgagor inin and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and under any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the fixturesLand, chattelsincluding alley, business machinesdrainage, machineryflowage, apparatusmineral, equipmentwater, furnishingsriparian, fittingsoil and gas rights; TOGETHER with all property, appliances tangible and articles of personal property of every kind and nature whatsoeverintangible, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter contained in, or contained in or used or usable in any way in connection with the Premises or placed on any operation or letting of part thereof though not attached thereto, to the extent the same constitutes real property in the state in which the Mortgaged Property is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, collectively referred to as the "Equipment"), including turbines, control machinery and other equipment related to the generation of hydroelectric power, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hosesappliances, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliancesequipment, fittings and fixtures of every kind and description held in connection (the Land, together with the operation Improvements and the Equipment, are hereinafter collectively referred to as the "Premises"); TOGETHER with all leases, subleases, lettings, and licenses (including all Neighboring Landowner Agreements) of, and located onall other contracts, bonds and agreements affecting the Mortgaged PropertyPremises or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being hereinafter collectively referred to as the “Equipment”"Leases"); , and all right, title and interest of Mortgagor in and to all substitutes and replacements ofthereunder, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsproceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "Rents") and the right to apply the same to the payment and performance of the Obligations; TOGETHER with all rights, dividends and/or claims of any kind whatsoever relating to the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with all the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, Federal or other rentslaws and any rights, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (claims or awards accruing to or to be paid to Mortgagor in its capacity as defined below) (collectively, the “Rents”)landlord under any Lease; TOGETHER with all unearned premiums premiums, accrued, accruing or to accrue under insurance policies now or subsequently hereafter obtained by Mortgagor and relating to the Mortgaged Property or Equipment Premises and Mortgagor’s interest in and to all proceeds of any such insurance policies (the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon compensation heretofore and the right to collect and receive the same, hereafter made to the present or any and all subsequent owner owners of the Mortgaged Property Premises by any governmental or Equipment other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Premises or any easement or other right therein subject to the provisions set forth belowtherein, including awards for any change of grade of streets; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, TOGETHER with all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor or any manager or agent on its behalf relating to the ownershipPremises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, maintenanceassemblage, repairplacement or conversion, operationas the case may be, occupancyand in each such case, sale without any further mortgage, conveyance, assignment or financing other act by Mortgagor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereofunto Mortgagee, and (iii) all drawingsits respective successors and assigns, plans, specifications and similar or related items relating to the Mortgaged Propertyforever. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)This mortgage is granted with MORTGAGE COVENANTS.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement (North Atlantic Energy Corp /Nh)
GRANTING CLAUSES. For good In order to secure the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Beneficiary, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, if any, and valuable considerationto declare the terms and conditions upon which the Obligations are to be secured, the receipt and sufficiency of which are hereby acknowledgedGrantor, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) in consideration of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINpremises, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEdoes hereby grant, GRANTbargain, BARGAINsell, SELLalienate, PLEDGEconvey, ASSIGNassign, WARRANTtransfer, TRANSFER AND CONVEY TO MORTGAGEEmortgage, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIEShypothecate, THE FOLLOWING PROPERTYpledge, RIGHTSset over and confirm unto the Trustee, INTERESTS AND ESTATES NOW OWNEDin trust with power of sale and right of entry, OR HEREAFTER ACQUIRED BY MORTGAGOR: All for the benefit of the estateBeneficiary, rightits successors and assigns, titleand (to the extent provided in Section 6.06) unto the Beneficiary, claim or demand whatsoever of Mortgagorall property, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests privileges and estates created under those certain servitudesfranchises of the Grantor of every kind and description, easementsreal, rights of waypersonal or mixed, privilegestangible or intangible, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation the Grantor, wherever located, EXCEPT ANY EXCEPTED PROPERTY, including all and singular the following described property other than Excepted Property (all of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to which is hereinafter called the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; "Trust Estate"): All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) the Grantor in and to those fee and leasehold estates in real property described in Appendix "B" hereto, subject in each case to those matters set forth in such Appendix, together with all buildings and improvements located thereon; All right, title and interest of the Grantor in and to all other estates and interests in real property now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter acquired, wherever located, including, without limitation, all fixtures, easements, permits, licenses and rights of way comprising real property; All right, title and interest of the Grantor in and to all Telecommunications Facilities now owned by the Grantor and located in the counties listed in Appendix “B” hereto, or hereafter constructed or acquired by the Grantor, wherever located; All right, title and interest of the Grantor in, to and under any and all buildingsgrants, improvementsprivileges, structuresrights of way and easements now owned, fixturesheld, leased, enjoyed or exercised, or any other real property (collectivelywhich may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Grantor for the purposes of, or in connection with, the “Improvements”construction, acquisition, ownership, use or operation by or on behalf of the Grantor of the Telecommunications Facilities, wherever located; together with All right, title and interest of the LandGrantor in, to and under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, ownership, use or operation of the Telecommunications Facilities, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, including, without limitation, all licenses and permits issued by the Federal Communications Commission (the “Real EstateFCC”) located on the Land); All rightsright, estatestitle and interest of the Grantor in, powers to and privileges appurtenant under any and all contracts heretofore or hereafter executed, as they may be amended or supplemented from time to time, by and between the rightsGrantor and any person, interests firm, corporation or governmental body or agency, including, without limitation, contracts relating in any way to (i) the construction, acquisition, ownership, use, operation or output of the Grantor’s Telecommunications Facilities, and properties set forth in clauses (a)-(cii) above; without limiting any other the provision of these granting clausestelecommunications services; Also, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor Grantor in and to all substitutes other property, real or personal, tangible or intangible, of every kind, nature and replacements ofdescription, and all additions and improvements towheresoever situated, the Mortgaged Property and the Equipment, subsequently now owned or hereafter acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementGrantor, including, without limitation, any all accounts, inventory (including without limitation, returned or repossessed goods), contract rights, chattel paper, electronic chattel paper, instruments, documents, investment property (including, without limitation, certificated and uncertificated securities, security entitlements, securities accounts, commodity contracts, and commodity accounts), letters of credit; letter-of-credit rights, equipment, inventory, fixtures, general intangibles (including, without limitation, payment intangibles, choses or things in action, litigation rights and resulting judgments, goodwill, patents, trademarks and other intellectual property, tax refunds, miscellaneous rights to payment, investments and other interests in entities not included in the definition of investment property (including, without limitation, all equities and patronage rights in all cooperatives and all building materials whether stored at interests in partnerships and joint ventures), margin accounts, computer programs, software, invoices, books, records and other information relating to or arising out of the Mortgaged Property or offsite, Grantor’s business); and, to the extent not covered by the above, all other personal property of the Grantor of every type and description, including without limitation, supporting obligations, interests or claims in each or under any policy of insurance, commercial tort claims, deposit accounts, money, and judgments (as such caseterms are presently or hereafter defined in the applicable Uniform Commercial Code), without any further deedit being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Grantor after the date hereof shall be as fully embraced within and subjected to the Lien hereof as if the same were now owned by the Grantor and were specifically described herein to the extent only, conveyancehowever, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) subjection of such property to the Lien hereof shall not include be contrary to law; and Also, any rights Excepted Property that may, from time to time hereafter, by delivery or property excluded by writing of any kind, be subjected to the Lien hereof by the Grantor or by anyone in its behalf; and the Trustee is hereby authorized to receive the same at any time as collateral in additional security hereunder for the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy benefit of the Mortgaged Property Beneficiary. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the Equipment aforesaid property or any part thereof, now existing or subsequently entered into by Mortgagor with the reversion and whether written or oral reversions, remainder and remainders and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenuesrents, income, rents, issues and profits thereof, together with all other rents, royalties, issuesrevenues, profits, revenuecash, income proceeds, products and other benefits arising at any time derived, received or had from the use any and enjoyment all of the Mortgaged Property (as defined below) (collectivelyabove-described property of the Grantor and all deposits or other accounts into which the same may be deposited. TO HAVE AND TO HOLD all and singular the Trust Estate unto the Trustee and its successors and assigns for the uses and purposes set forth herein, in trust, forever, to secure the payment and performance of the Obligations, including, without limitation, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner due performance of the Mortgaged Property or Equipment covenants, agreements and provisions herein contained, and for the taking by eminent domainuses and purposes and upon the terms, condemnation or otherwiseconditions, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; provisos and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained agreements hereinafter expressed and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)declared.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete the payment of (i) any Guarantor Obligations (as defined in the Guarantee and performance when due (whether at the stated maturity, by acceleration or otherwiseCollateral Agreement) in respect of Specified Swap Agreements of the Mortgagor, but only to the extent that, and only so long as, the other Guarantor Obligations of Mortgagor are secured pursuant to the Guarantee and Collateral Agreement, and (ii) all other Guarantor Obligations of Mortgagor (collectively, the "Obligations"); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE (SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE PERMITTED EXCEPTIONS) FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTYWITH MORTGAGE COVENANTS:
(a) the Owned Land;
(b) all right, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of title and interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, Real Estate or any other real property part thereof;
(collectively, the “Improvements”; together with the Land, the “Real Estate”c) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land Real Estate to the center line thereof; all right, title and interest of Mortgagor in, to and under ;
(d) all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below)Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (fe) being referred to as the “"Equipment”"); ;
(e) all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property Real Estate and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) to Mortgagor or constructed, assembled or placed by Mortgagor on the Mortgaged PropertyReal Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property Real Estate or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause Mortgagor;
(gf) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting relating to a third party a right to the use or occupancy of the Mortgaged Property Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “"Leases”"), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “"Rents”"); ;
(g) all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property Real Estate or Equipment and Mortgagor’s 's interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Real Estate or any easement or other right therein subject to the provisions set forth below; and therein;
(h) to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable lawobtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property Real Estate or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged PropertyReal Estate, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. Real Estate; and
(i) all proceeds, both cash and noncash, of the foregoing; (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, in the foregoing clauses (a) through (jc) are collectively referred to as the “"Premises", and those described in the foregoing clauses (a) through (i) are collectively referred to as the "Mortgaged Property”").
Appears in 1 contract
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Mortgagee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the estate, right, title, claim or demand whatsoever State of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereofFlorida, and grants to Mortgagee a security interest in, all of Mortgagor’s 's present and hereafter acquired estate, right, title and interest in, to and under the following (whether collectively referred to herein as the "PREMISES"):
(a) That certain real property situated in Broward and Palm Beach Counties, Florida and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "LAND"), together with all buildings, structures and improvements now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown erected on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related all fixtures and items that are to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property become fixtures thereto (collectively, the “Improvements”; together with "IMPROVEMENTS");
(b) To the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clausesextent legally assignable or transferable, all right, title and interest of Mortgagor in, to and under all singular the easements, rights of rights-of-way, licenses, operating agreementspermits, abutting strips and gores rights of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interestsuse or occupancy, privileges, licensestenements, tenementsappendages, hereditaments and appurtenances belonging, relating and other rights and privileges attached or pertaining belonging to the Real EstateLand or Improvements or in any wise appertaining thereto, whether now or in the future, and any reversions, remainders, all the rents, issues, issues and profits and revenue thereof and all from the Land or Improvements;
(c) The land lying in the bed of within any street, road or alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land to the center line thereofLand; and all right, title and interest interest, if any, of Mortgagor in, in and to any strips and under all of gores adjoining the fixtures, chattels, business machines, Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances appliances, furniture and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter located in or upon or affixed to the Land or Improvements, or contained in any part thereof, or used or usable in any way in connection with any construction on or any present or future operation or letting of the Mortgaged Property (as defined below)Land or Improvements, including now owned or hereafter acquired by Mortgagor, including, but without limiting limitation of the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); : all right, title and interest of Mortgagor in and to the furnishings, fixtures, equipment, heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all substitutes elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectivelyforegoing; it being understood and [MORTGAGE, as any SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the foregoing may Improvements and are declared to be amendeda portion of the security for the Indebtedness (whether in single units or centrally controlled, restated, extended, renewed and whether physically attached to said real estate or modified from time to time, the “Leases”not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all rights of Mortgagor in respect of cash and securities deposited thereunder awards, payments or insurance proceeds, including interest thereon, and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made which may be paid or payable with respect to the present Land or any subsequent owner Improvements or other properties described above as a result of: (1) the exercise of the Mortgaged Property right of eminent domain or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth belowaction in lieu thereof; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”).or
Appears in 1 contract
Sources: Mortgage, Security Agreement, Financing Statement and Fixture Filing (Equity Inns Inc)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All ALL of the estate, right, title, claim or demand whatsoever title and interest of Mortgagor, in possession or expectancy, the Grantor in and to all of those certain tracts lot(s), piece(s) or parcel(s) of land, land described in Exhibit on Schedule "A, " attached hereto and made a part hereof (the “Land”); The rightsfor all purposes, interests and estates created under those certain all tenements, hereditaments, servitudes, easementsappurtenances, rights of wayrights, privileges, franchisesand immunities belonging or appertaining thereto (the foregoing is collectively referred to as the "Land"); and TOGETHER WITH, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s the estate, right, title and interest (whether of the Grantor, as lessor, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now owned or hereafter acquired by operation be entered into in respect of Law the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptionsconsolidated and all subleases, licenses, leasesoccupancy agreements or concessions whereby any Person has agreed to pay money or any consideration to the Grantor for the use, permits and/or other possession or occupancy of the Mortgaged Property or any part thereof, and all rents, income, profits, benefits, avails, advantages and claims against guarantors under any thereof (each of the foregoing is referred to as a "Lease" and collectively are referred to as the "Leases") and all rights in and to any landdeposits of cash, in any county and section shown on Exhibit A even though they securities or other property which may be incorrectly described in or omitted held at any time and from such Exhibit A relating time to time by Grantor as the Landlessor under the Leases to secure the performance of the covenants, together with conditions and agreements to be performed by any amendmentslessee thereunder; TOGETHER WITH, renewalsall of the estate, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether of the Grantor, as lessee, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now owned or hereafter acquired be entered into by operation Grantor as lessee in respect of Law the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or otherwiseconsolidated (each of the foregoing is referred to as a "Ground Lease" and collectively are referred to as the "Ground Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and all buildingsfrom time to time by any lessor under a Ground Lease to secure the performance of the covenants, improvements, structures, fixturesconditions and agreements to be performed by Grantor as lessee thereunder and any option or right of first refusal to purchase the fee simple title to the Land, or any other real property (collectively, the “Improvements”greater interest therein that Grantor now owns; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clausesTOGETHER WITH, all right, title and interest of Mortgagor inGrantor in and to all structures, to buildings, facilities and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberother improvements thereto or thereon situate heretofore or hereafter erected or placed on the Land, and in and to all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and building materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings equipment and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that nature now or hereafter used or held for use in connection with located on the Mortgaged Property, and all renewals or replacements of Land (the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being is collectively referred to as the “Equipment”"Improvements"); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable lawTOGETHER WITH, all right, title and interest of Mortgagor Grantor in and to all tenements, hereditaments, rights, rights-of-way, easements, privileges, liberties, riparian rights and appurtenances thereunto belonging, or in any way appertaining to the Real Property (ias such term is defined herein) (including, without limitation, all contracts from time rights relating to time executed by Mortgagor storm and sanitary sewer, water, gas, electric, railway and telephone services); all right, title and interest, if any, of the Grantor in and to all gas, oil, minerals, coal and other substances of any kind or character underlying such Real Property; all estate, claim, demand, right, title or interest, if any, of the Grantor in and to any street, road, highway, or alley (vacated or otherwise) adjoining said Real Property or any manager part thereof (the foregoing is collectively referred to as the "Appurtenances"); and TOGETHER WITH, all right, title and interest of Grantor in and to all machinery, equipment, fixtures, furniture, fittings, inventory, appliances, tools, accessories, building or agent on its behalf construction materials and other property of every kind whatsoever owned by Grantor (and, with respect to a lease of any of the foregoing, to the extent of Grantor's rights as a lessee thereunder), or in which Grantor has any right, title or interest, now or hereafter attached to, or located in or upon, or used in connection with, the Real Property, together with any and all additions thereto, substitutions therefor, and repairs, replacements, improvements, and restorations thereof (including, without limitation, all elevators, escalators, utility installations, plumbing, boilers, heating, lighting, ventilation, air conditioning equipment, roof tanks, motors, steam piping, sprinkler systems, cleaning equipment, spare parts of any kind whatsoever, and other installations and fixtures of every kind whatsoever), and all cash and non-cash proceeds thereof, all of which shall be deemed to be and remain and form a part of the realty (to the maximum extent permitted by law) and are covered by the lien of this Mortgage (the foregoing is collectively referred to as the "Equipment"); and TOGETHER WITH, all right, title and interest of Grantor in and to all contracts, agreements, options, rights of first refusal or rights of first offer and other agreements, understandings or arrangements relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Real Property or Equipment or any part thereof thereof, and all agreements income, profits, benefits, avails, advantages and options relating claims against guarantors under any of them (the foregoing is collectively referred to as the purchase or lease "Contracts"); and TOGETHER WITH, all right, title and interest of any portion of the Mortgaged Property or any property which is adjacent or peripheral Grantor in and to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Real Property or any part thereof, (all of the foregoing is collectively referred to as the "Permits"); and (iii) TOGETHER WITH, all right, title and interest of Grantor in and to all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. Real Property (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are is collectively referred to as the “Mortgaged "Plans"); and TOGETHER WITH, all right, title and interest of Grantor in and to any and all awards, damages, payment and other compensation, and any and all claims therefor and rights thereto, which may result from taking or injury by virtue of the exercise of the power of eminent domain, or any damage, injury or destruction in any manner caused to the Real Property or the improvements thereon, or any part thereof (the foregoing is collectively referred to as the "Condemnation Awards"); and TOGETHER WITH, all right, title and interest of Grantor in and to the insurance policies required to be maintained by the Grantor pursuant to the Credit Agreement or this Mortgage ( the foregoing is collectively referred to as the "Insurance Policies") and any and all proceeds of insurance policies of every kind whatsoever, including title insurance (and all unearned premiums thereon), now or hereafter payable by reason of any damage or destruction to the Real Property”, whether payable under the Insurance Policies or otherwise, and all interest thereon (the foregoing is collectively referred to as the "Insurance Policies and Proceeds").; and
Appears in 1 contract
Sources: Mortgage (Ventas Inc)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledgedMORTGAGE AND WARRANT, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturitySET OVER, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Mortgagee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the State of Michigan, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever of Mortgagorto and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in Washtenaw County, in possession or expectancyMichigan, in and to those certain tracts of land, more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The , together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”);
(b) All and singular the easements, rights-of-way, interests and estates created under those certain servitudeslicenses, easementspermits, rights of wayuse or occupancy, privileges, franchisestenements, prescriptionsappendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements; provided, however, notwithstanding anything herein to the contrary, the Premises shall not include any payments due to RSW Washtenaw LLC (or its assigns) relating to the tax increment financing (TIF) described in that certain Reimbursement Agreement dated March 8, 2012 by and between RSW Washtenaw LLC and the Washtenaw County ▇▇▇▇▇▇▇▇▇▇ Redevelopment Authority;
(c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment;
(f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements;
(h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements;
(i) Any and all leases, permits and/or occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other rights described evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in Exhibit Acommon with others, attached hereto including all water stock relating to the Land or Improvements, if any, and made a all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part hereofof the Land or Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom;
(whether m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Michigan Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor and located on and used in the operation of Law the Land or otherwiseImprovements;
(n) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest in and to deposit accounts and letter of credit rights (whether now owned as defined in the UCC);
(o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and
(p) Any and all products and proceeds of any of the foregoing, or hereafter acquired by operation with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of Law any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) in and to any and all buildingsgoods, improvementsaccounts, structuresgeneral intangibles, fixtureschattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other real rights or property (collectivelyarising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the “Improvements”; together doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with the Land, the “Real Estate”) located on the Land; All all rights, estates, powers privileges and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberappurtenances thereunto belonging, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remaindersincome, rents, royalties, revenues, issues, profits and revenue thereof proceeds therefrom, unto Mortgagee, its successors and all land lying in assigns, forever, for the bed uses and purposes herein expressed. THIS MORTGAGE IS GIVEN TO SECURE: Payment of any street, road or avenue, in front the Indebtedness; payment of or adjoining the Land such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the center line thereof; all right, title Note or Mortgage or otherwise advanced under the Loan Documents including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of Mortgagor inthis Mortgage or to pay taxes, to and under all of the fixturesassessments, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverinsurance premiums, and all appurtenances and additions thereto and substitutions other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired that Mortgagee has incurred by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting reason of the Mortgaged Property occurrence of an Event of Default (as defined belowhereinafter defined), including but without limiting limitation, advances made to enable the generality completion of the foregoingImprovements or any restoration thereof, all screenseven though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, awningsprompt and complete performance of each and every covenant, shadescondition and agreement contained in this Mortgage, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electricalthe Note, and mechanical equipmentevery other agreement, lighting, switchboards, plumbing, ventilating, air conditioning document and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Indebtedness evidenced by the Note (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located onthis Mortgage, the Mortgaged PropertyNote and any guaranty of the Indebtedness in favor of Mortgagee, if any, and all licenses such other agreements, documents and permits of whatever nature, includinginstruments, but not limited to, that now or hereafter used or held for use in connection with excluding the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security certain Environmental Indemnification Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired executed by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “LeasesEnvironmental Indemnity”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”). Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever; and that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises.
Appears in 1 contract
Sources: Mortgage (Glimcher Realty Trust)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations of Mortgagor (collectively, the “Obligations”); SUBJECT MORTGAGOR HEREBY GRANTS TO THE TERMS MORTGAGEE A LIEN UPON AND CONDITIONS HEREINA SECURITY INTEREST IN, MORTGAGOR DOES AND HEREBY IRREVOCABLY MORTGAGEMORTGAGES AND WARRANTS, GRANTGRANTS, BARGAINASSIGNS, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER TRANSFERS AND CONVEY SETS OVER TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIESWITH MORTGAGE COVENANTS: the Land; all right, THE FOLLOWING PROPERTYtitle and interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, Real Estate or any other real property (collectively, the “Improvements”part thereof; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land Real Estate to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below)Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (fd) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property Real Estate and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) to Mortgagor or constructed, assembled or placed by Mortgagor on the Mortgaged PropertyReal Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property Real Estate or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit AgreementMortgagor; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting relating to a third party a right to the use or occupancy of the Mortgaged Property Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property Real Estate or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Real Estate or any easement or other right therein subject to the provisions set forth belowtherein; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable lawobtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property Real Estate or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged PropertyReal Estate, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged PropertyReal Estate; and all proceeds, both cash and noncash, of the foregoing; ; provided, however, that any Excluded Collateral (as defined in the U.S. Security Agreement) shall be excluded from the lien and security interest of this Mortgage. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, in the foregoing clauses (a) through (jc) are collectively referred to as the “Premises”, and those described in the foregoing clauses (a) through (i) are collectively referred to as the “Mortgaged Property”). TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby mortgaged unto Mortgagee, its successors and assigns for the uses and purposes set forth, until the Obligations are fully paid and performed, provided, however, that the condition of this Mortgage is such that if the Obligations are fully paid and performed, then the estate hereby granted shall cease, terminate and become void. This Mortgage covers present and future advances and re-advances, in the aggregate amount of the obligations secured hereby, made by the Secured Parties for the benefit of Mortgagor, and the lien of such future advances and re-advances shall relate back to the date of this Mortgage.
Appears in 1 contract
GRANTING CLAUSES. For good The Lessor hereby grants, conveys, assigns, transfers, mortgages and valuable considerationpledges to the Indenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, following described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easementsproperty, rights of way, and privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned held or hereafter acquired by operation of Law or otherwise) used(herein called the "Indenture Estate"), held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauseswit, all right, title and interest of Mortgagor inthe Lessor, to now existing or hereafter arising, in and under all easementsto: Granting Clause First --------------------- The entire right, rights title and interest of way, licenses, operating agreements, abutting strips the Lessor in and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estateland described in Schedule A attached hereto (the "Site"), and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; together with (a) all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor Lessor in and to all substitutes buildings, structures and replacements ofother improvements, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (now standing or released from the lien of at any equipment financing after the date hereof) or constructed, assembled time hereafter constructed or placed by Mortgagor on upon the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementSite, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (isaid buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all contracts from time right, title and interest of Lessor in and to time executed by Mortgagor or any manager or agent on its behalf relating all and singular the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances in and to the ownershipSite, constructionbelonging or in any way appertaining thereto, maintenanceincluding, repairwithout limitation, operationall right, occupancytitle and interest of Lessor in, sale to and under any streets, ways, alleys, vaults, gores or financing strips of land adjoining the Site, (c) all claims or demands of Lessor in law or in equity, in possession or expectancy of, in and to the Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating property described in this Granting Clause First which are, subject to the purchase or lease provisions of any portion Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the intention of the Mortgaged Property or any parties hereto that, so far as may be permitted by law, all property of the character hereinabove described which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently is hereafter acquired by Mortgagor Lessor and is affixed, attached and annexed to the Site shall be and remain or become and constitute a portion of the Indenture Estate and the security covered by and subject to the Lien of the Mortgage. The Site together with the Improvements and the other property described in, and not excluded from, in this Granting Clause First relating thereto are herein collectively called the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged "Property”)".
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Royal Ahold)
GRANTING CLAUSES. For good Grantor hereby irrevocably and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, absolutely does by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, these presents GRANT, BARGAINCONVEY, SELLWARRANT, PLEDGESET OVER, TRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Grantee, TRANSFER AND CONVEY TO MORTGAGEEand its successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale and all statutory rights under the laws of the State of Georgia, and grants to Grantee, a first priority security interest in, all of Grantor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever to and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in Gwinnett County, Georgia, for the benefit of Mortgagor, in possession or expectancy, in Grantee and to those certain tracts of land, its successors and assigns and more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The rights, interests together with all buildings, structures and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether improvements now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown erected on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related all fixtures and items that are to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property become fixtures thereto (collectively, the “Improvements”; together with );
(b) All and singular the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of rights-of-way, licenses, operating agreementspermits, abutting strips and gores rights of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interestsuse or occupancy, privileges, licensestenements, tenementsappendages, hereditaments and appurtenances belonging, relating and other rights and privileges attached or pertaining belonging to the Real EstateLand or Improvements or in any wise appertaining thereto, whether now or in the future, and any reversions, remainders, all the rents, issues, issues and profits and revenue thereof and all from the Land or Improvements;
(c) The land lying in the bed of within any street, road or alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land to the center line thereofLand; and all right, title and interest interest, if any, of Mortgagor in, Grantor in and to any strips and under all of gores adjoining the fixtures, chattels, business machines, Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances appliances, furniture and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter located in or upon or affixed to the Land or Improvements, or contained in any part thereof, or used or usable in any way in connection with any construction on or any present or future operation or letting of the Mortgaged Property (as defined below)Land or Improvements, including now owned or hereafter acquired by Grantor, including, but without limiting limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, shadesfloor coverings, blindscabinets, curtainspartitions, draperiesconduits, artworkducts and compressors; and all cranes and craneways, carpetsoil storage, rugs, storm doors sprinkler/fire protection and windows, furniture water service equipment; and furnishings, heating, electricalalso including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and mechanical equipmentincluding without limitation all tools, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment musical instruments and systems, stovescabinets, rangesawnings, laundry window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, cleaning systems (including window cleaning apparatus)refrigeration equipment, telephones, communication systems (including satellite dishes and antennae), televisionscables, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materialssoftware, security systemsbooks, motorssupplies, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduitskitchen equipment, appliances, fittings tractors, motor vehicles, lawn mowers, ground sweepers and fixtures tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of every kind the foregoing; it being understood and description held agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Deed at the date of receipt of any such award or payment by Grantor or Grantee, and of the reasonable counsel fees, costs and disbursements incurred by Grantor or Grantee in connection with the operation ofcollection of such award or payment. Grantor agrees to execute and deliver, and located onfrom time to time, the Mortgaged Property, and all licenses and permits such further instruments as may be requested by Grantee to confirm such assignment to Grantee of whatever nature, including, but not limited to, that now any such award or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause payment;
(f) shall Any and all accounts receivable and any right of Grantor to payment for goods sold or leased or for services rendered, whether or not include yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or property in this paragraph Improvements
(fh) being referred to All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the “Equipment”)Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Grantor in respect of the Land or Improvements;
(i) Any and all leases, occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Grantor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Grantor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Grantor and Grantee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom;
(m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Georgia Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Grantor and located on and used in the operation of Mortgagor the Land or Improvements;
(n) All of Grantor’s right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC) relating to the operation of the Land or Improvements;
(o) Any and all substitutes substitutions, accessions, additions and replacements ofto any of the foregoing; and
(p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all additions goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and improvements toinventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Deed, the Mortgaged Property and term “proceeds” means whatever is received when any of the Equipment, subsequently acquired by Mortgagor foregoing or the proceeds thereof (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the Security Agreement or case of doubt as to whether a particular item is to be included in the Credit Agreement; all right, title and interest definition of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to timePremises, the “Leases”)doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereofroyalties, together with all other rents, royaltiesrevenues, issues, profitsprofits and proceeds therefrom, revenueunto Trustee, income its successors and other benefits arising from assigns, forever, for the use uses and enjoyment purposes herein expressed. THIS DEED IS GIVEN TO SECURE: Payment of the Mortgaged Property (as defined below) (collectively, the “Rents”)Indebtedness; all unearned premiums under insurance policies now or subsequently obtained payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Mortgagor relating Grantee pursuant to the Mortgaged Property Note or Equipment Deed or otherwise advanced under the Loan Documents, including without limitation advances made by Grantee to protect the Premises or the lien of this Deed or to pay taxes, assessments, insurance premiums, and Mortgagor’s interest in and all other amounts that Grantor has agreed to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject pay pursuant to the provisions relating hereof or that Grantee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to insurance generally set forth belowenable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and all awards the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Deed, the Note and every other compensationagreement, including document and instrument to which reference is expressly made in this Deed or which at any time evidences or secures the interest payable thereon and Indebtedness evidenced by the right to collect and receive Note (this Deed, the sameNote, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements such other agreements, documents and options relating to instruments, but excluding the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which certain Environmental Indemnification Agreement executed on even date herewith by Grantor and Industrial Income Operating Partnership LP, a Delaware limited partnership (“Guarantor”), are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Grantee against the claims of all persons whomsoever subject to the Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”).
Appears in 1 contract
Sources: Deed to Secure Debt and Security Agreement (Industrial Income Trust Inc.)
GRANTING CLAUSES. For good The Mortgagor hereby mortgages to the Mortgagee, and valuable considerationgrants to the Mortgagee a mortgage lien on and security interest in, all of the following-described properties, in each case to the full extent of the Mortgagor's right, title and interest therein, whether now held or hereafter acquired by the Mortgagor (collectively, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due "Mortgaged Properties"):
(whether at a) the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, land described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Landhereto, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, in any way now or hereafter relating or pertaining to appertaining thereto (collectively, the Real Estate, "Land"); and
(b) all buildings and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road other improvements now or avenue, in front of hereafter located or adjoining constructed on the Land to or any part thereof (the center line thereof"Improvements," and, together with the Land, the "Premises"); and
(c) all of the Mortgagor's right, title and interest of Mortgagor in- terest in, to and under any and all offers to lease, leases, rental agreements, agreements of sale, sale con- tracts, management contracts or other agreements now or hereafter entered into by the Mortgagor, covering any part of the Mortgaged Properties; and
(d) all of the fixturesMortgagor's present and future rents, chattelsroyalties, business machinesprofits, machineryrevenues, apparatusincome, equipmentdeposits or other benefits arising from the use, operation or sale of the Premises, or any part thereof (collectively, the "Income Stream"); and
(e) all furniture, furnishings, fittings, appliances fixtures and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and equipment now or subsequently at any time hereafter attached to, to or contained in lo- cated on or within or used or usable to be used in any way in connection with any the use, operation or letting occupation of the Mortgaged Property Premises or any part thereof (as defined belowcollectively, the "Equipment"), including but without limiting the generality ; and
(f) all of the foregoingMortgagor's contract rights re- lating to the development, construction or operation of the Premises and all screensdrawings, awningsplans, shadesspecifications, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and file materials, security systemsoperating and maintenance manuals and records, motorswarranties, enginesguaranties, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings appraisals and fixtures of every kind and description held in connection with data relating to the operation of, and located on, Premises and/or the Mortgaged PropertyEquipment, and all licenses permits, certificates, approvals and permits of whatever natureauthorizations, includinghowever characterized, but not limited to, that now issued or hereafter used furnished (whether necessary or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions not) for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, releasedevelopment, construction, assembling operation or placementuse of the Premises, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licensessubdivision approvals, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation certificates of operation; and
(g) all proceeds of the Mortgaged Property conversion, voluntary or involuntary, of any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property into cash or liquidated claims, including, without limitation, proceeds of insurance and rights and interests now owned condemnation or held other awards or subsequently acquired by Mortgagor and payments in respect thereof. SUBJECT, HOWEVER, to the encumbrances described inin Exhibit A, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)attached hereto.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Financing Statement (Maui Land & Pineapple Co Inc)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledgedMORTGAGE AND WARRANT, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturitySET OVER, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINTRANSFER, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANTASSIGN, BARGAIN, SELLAND SELL to Mortgagee, PLEDGEits successors and assigns, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all of Mortgagor’s present and hereafter acquired estate, rightrights, title, claim or and interests in, to and under the following (hereinafter collectively referred to as the “Leasehold Premises”):
(a) All of Mortgagor’s estate, rights, title, interests, claims, and demand whatsoever of Mortgagorthat Mortgagor now has or hereafter acquires, either in law or in equity, in possession or expectancy, of, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, structures and improvements now or any other real property (collectively, the “Improvements”; together with hereafter erected on the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to any and all substitutes fixtures, attachments, appliances, equipment, machinery, and other articles attached to said buildings, structures, and improvements, whether now or in the future (hereinafter collectively referred to as the “Improvements”) including but not limited to the leasehold estate in the Land and the Improvements created by the Ground Lease (including, without limitation, (i) all options to extend or renew the Ground Lease (and the leasehold estate for the term of each extension or renewal), (ii) all options and rights of first refusal contained in the Ground Lease to purchase the real property which is the subject of the Ground Lease and (iii) all of Mortgagor’s other rights, title and interests under the Ground Lease) (hereinafter collectively referred to as the “Leasehold Estate”); and
(b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land, Improvements or Leasehold Estate or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land, Improvements or Leasehold Estate; and
(c) All of Mortgagor’s rights, title, and interests, if any, in and to the land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land and any strips and gores adjoining the Land; and
(d) All of Mortgagor’s rights, title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land, Improvements or Leasehold Estate, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by subtenants of the Land, Improvements or Leasehold Estate;
(e) Any and all of Mortgagor’s rights, title, and interests in and to any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land, Improvements or Leasehold Estate or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land, Improvements or Leasehold Estate or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment;
(f) Any and all of Mortgagor’s rights, title, and interests in and to any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land, Improvements or Leasehold Estate now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom;
(g) All of Mortgagor’s rights, title, and interests in and to any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land, Improvements or Leasehold Estate;
(h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land, Improvements or Leasehold Estate or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land, Improvements or Leasehold Estate; all proceeds paid for damage done to the Collateral or the Land, Improvements or Leasehold Estate; all proceeds of any award or claim for damages for any of the Collateral or the Leasehold Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land, Improvements or Leasehold Estate;
(i) Any and all of Mortgagor’s rights, title, and interests in and to any and all leases, occupancy agreements, tenancies affecting the Land, Improvements or Leasehold Estate and any and all names under or by which the Land, the Leasehold Estate or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land, Improvements or Leasehold Estate;
(j) Any and all of Mortgagor’s rights, title, and interests in and to any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land, Improvements or Leasehold Estate that is owned by Mortgagor in common with others, including all water stock relating to the Land, Improvements or Leasehold Estate, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements;
(k) Any and all of Mortgagor’s rights, title, and interests in and to any and all plans and specifications prepared for construction of improvements on the Land, Improvements or Leasehold Estate and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land, Improvements or Leasehold Estate;
(l) Any and all of Mortgagor’s rights, title, and interests in, to and under any and all reserve, deposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with respect to the Land, Improvements or Leasehold Estate, together with all income, profits, benefits and advantages arising therefrom;
(m) Any and all of Mortgagor’s rights, title, and interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter defined)) located on and used in the operation of the Land, Improvements or Leasehold Estate;
(n) All of Mortgagor’s rights, title, and interests in and to deposit accounts and letter of credit rights (as such terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land, Improvements or Leasehold Estate;
(o) Any and all substitutions, accessions, additions and replacements to any of the foregoing;
(p) All of Mortgagor’s rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that are returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in such goods and farm products; (9) equipment, including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies; (16) all supporting obligations of all of the foregoing property; (15) all property of Mortgagor now or hereafter in Mortgagee’s or any Lender’s possession or in transit to or from, or under the custody or control of, Mortgagee or any Lender, or any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and (18) all cash and noncash proceeds (including insurance proceeds) of all of the foregoing property, all products thereof and all additions and improvements toaccessions thereto, substitutions therefor and replacements thereof; and
(q) Any and all products and proceeds of any of the foregoing, or with respect to the Land, Improvements or Leasehold Estate, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land, Improvements or Leasehold Estate, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the Mortgaged Property term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the Equipmentdefinition of Leasehold Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Leasehold Premises, subsequently acquired by the doubt should be resolved in favor of inclusion. In the event that Mortgagor (acquires any estate or released from interest in the lien of any equipment financing Land or the Improvements after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementof this Mortgage, including, without limitation, any fee title interest, estate for years, easement or other estate or interest in real property, this Mortgage shall automatically create a mortgage lien on any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such caseafter-acquired property, without any further deedaction or acknowledgement of the parties, conveyance, “assignment or other act by with the same force and effect and the same priority as if Mortgagor provided that owned such interest on the foregoing items described in date of the recording of this clause (g) Mortgage and such estate and interest shall not include any rights or property excluded as collateral be encumbered hereby and shall be deemed to be included in the Security Agreement or definition of “Leasehold Premises” as used herein. TO HAVE AND TO HOLD the Credit Agreement; Leasehold Premises with all rightrights, title privileges, and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”)appurtenances thereunto belonging, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereofroyalties, together with all other rents, royaltiesrevenues, issues, profitsprofits and proceeds therefrom, revenueunto Mortgagee, income its successors and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectivelyassigns, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceedsforever, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; uses and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)purposes herein expressed.
Appears in 1 contract
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A-1 hereto (the "LAND"); [TOGETHER with all easementsthose certain leases and the leasehold estates created thereby more particularly described in Exhibit A-2 hereto, rights as the same may be amended, renewed, modified, supplemented or extended from time to time (collectively referred to as the "LEASES") of wayand in those certain plots, licenses, operating agreements, abutting strips pieces and gores parcels of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to land more particularly described in the Real Estateaforesaid Exhibit A-2 (the "LEASED LAND"), and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying reversions or remainders in and to Mortgagor's interest in the bed Leased Land, all modifications, extensions, replacements and renewals of the Leases and all credits, deposits, options (including any streetoptions to purchase or renew set forth in the Leases), road or avenueprivileges and rights of Mortgagor under the Leases and all guarantees of the Leases (all of the foregoing hereinafter collectively referred to as the "LEASEHOLD ESTATE")]; TOGETHER with the tenements, hereditaments, appurtenances and all the estates and rights of Mortgagor in front of or adjoining and to the Land [and the Leased Land]; TOGETHER with all buildings and improvements now or hereafter located on the Land [and the Leased Land] (hereinafter collectively referred to as the center line thereof; "IMPROVEMENTS") and all right, title and interest interest, if any, of Mortgagor inin and to the streets, roads, sidewalks and alleys abutting the Land [and the Leased Land], and strips and gores within or adjoining the Land [and the Leased Land], the air space and right to use said air space above the Land [and under the Leased Land] and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land [and the Leased Land], all easements now or hereafter affecting the Land [and the Leased Land], royalties and all rights appertaining to the use and enjoyment of the fixturesLand [and the Leased Land], chattelsincluding alley, business machinesdrainage, machinerymineral, apparatuswater, equipment, furnishings, fittings, appliances oil and articles of personal property of every kind and nature whatsoever, gas rights; TOGETHER with all fixtures and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently hereafter attached toto the Premises (as hereinafter defined); TOGETHER with all property, tangible and intangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter contained in, or contained in or used or usable in any way in connection with the Premises or placed on any operation or letting of part thereof though not attached thereto, to the extent the same constitutes real property in the state in which the Mortgaged Property is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, collectively referred to as the "EQUIPMENT"), including all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hosesappliances, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliancesequipment, fittings and fixtures of every kind (the Land and description held in connection the Leasehold Estate, together with the operation Improvements and the Equipment, are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all leases, subleases, lettings and licenses (except Leases) of, and located onall other contracts, bonds and agreements affecting the Mortgaged PropertyPremises or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being hereinafter collectively referred to as the “Equipment”"SUBORDINATE LEASES"); , and all right, title and interest of Mortgagor in and to all substitutes and replacements ofthereunder, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsproceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "RENTS") and the right to apply the same to the payment and performance of the Secured Obligations; TOGETHER with all rights, dividends and/or claims of any kind whatsoever relating to the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, Federal or other laws and any rights, claims or awards accruing to or to be paid to Mortgagor in its capacity as landlord under any Subordinate Lease; TOGETHER with all other rentsagreements, royaltiesrights, issues, profits, revenue, income written materials and other benefits arising from the use and enjoyment of the Mortgaged Property intangible personal property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies whether now or subsequently obtained by Mortgagor in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including portion thereof or the right to collect and receive such proceedsownership, subject to the provisions relating to insurance generally set forth below; and all awards and other compensationdevelopment, including the interest payable thereon and the right to collect and receive the sameconstruction, made to the present use, operation, occupancy, lease, sale or any subsequent owner financing of the Mortgaged Property or Equipment any portion thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases; TOGETHER with all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Mortgagor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Premises or any easement or other right therein subject to the provisions set forth belowtherein, including awards for any change of grade of streets (collectively, "AWARDS"); and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, TOGETHER with all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor or any manager or agent on its behalf relating to the ownershipPremises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, maintenanceassemblage, repairplacement or conversion, operationas the case may be, occupancyand in each such case, sale without any further mortgage, conveyance, assignment or financing other act by Mortgagor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property or Equipment or any part thereof unto Mortgagee and all agreements its successors and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Propertyassigns, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)forever.
Appears in 1 contract
Sources: Credit Agreement (Accuride Corp)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor Grantor in, to and under under, or derived from, its interest in the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the "LAND"); TOGETHER with the interests in the tenements, hereditaments, appurtenances and all easements, the estates and rights of way, licenses, operating agreements, abutting strips Grantor in and gores to the Land; TOGETHER with all of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water its interest in the buildings and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, improvements now or hereafter located on the Land (hereinafter collectively referred to as the "IMPROVEMENTS") and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all its right, title and interest interest, if any, of Mortgagor inGrantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and under any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights; TOGETHER with all furniture, fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances equipment and articles of personal property of every kind and nature whatsoeverother tangible property, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor Grantor and now or subsequently hereafter attached toto the Premises (as hereinafter defined) (hereinafter collectively referred to as the "FIXTURES"); TOGETHER with all property, tangible and intangible, and all additions thereto and substitutions or replacements thereof owned by Grantor and now or hereinafter contained in, or contained in or used or usable in any way in connection with the Premises or placed on or in any operation or letting of part thereof though not attached thereto, to the Mortgaged extent the same constitutes real property in the state in which the Trust Property is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, collectively referred to as the "EQUIPMENT"), including all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings equipment, fittings, fixtures and fixtures articles of every kind and description held personal property now or hereafter attached to or used in connection or about the premises which are or may be used in or related to the planning, development, financing, or operation thereof (the Land, together with the operation Improvements and the Equipment, are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all leases, subleases, lettings and licenses of, and located onall other contracts, bonds and agreements affecting the Mortgaged PropertyPremises or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being hereinafter collectively referred to as the “Equipment”"LEASES"); , and all right, title and interest of Mortgagor in and to all substitutes and replacements ofGrantor thereunder, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsfees, proceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing hereinafter collectively referred to as the "RENTS") and the right to apply the same to the payment and performance of the Secured Obligations; TOGETHER with all rights (including, without limitation, trade marks, trade names and symbols), dividends and/or claims of any kind whatsoever arising from or used in connection with the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Secured Party be necessary to preserve, protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease (all of the foregoing hereinafter collectively referred to as "RIGHTS AND CLAIMS"); TOGETHER with all other rentsagreements, royaltiesrights, issueswritten materials and intangible personal property (whether now or in the future existing) arising in connection with, profitsderived from or otherwise relating to the Trust Property or any portion thereof or the ownership, revenuedevelopment, income construction, use, management, operation, occupancy, lease, sale or financing of the Trust Property or any portion thereof, including: (i) permits, approvals, consents and other benefits arising from the use authorizations; (ii) improvement plans and enjoyment specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (all of the Mortgaged Property (foregoing hereinafter collectively referred to as defined below) (collectively, the “Rents”"AGREEMENTS AND INTANGIBLES"); TOGETHER with all unearned premiums premiums, accrued, accruing or to accrue under insurance policies now or subsequently hereafter obtained by Mortgagor Grantor and relating to the Mortgaged Property or Equipment Premises and Mortgagor’s interest in and to all proceeds of any such insurance policies (the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon compensation heretofore and the right to collect and receive the same, hereafter made to the present or any and all subsequent owner owners of the Mortgaged Property Premises by any governmental or Equipment other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Premises or any easement or other right therein subject to the provisions set forth belowtherein, including awards for any change of grade of streets (collectively, "AWARDS"); and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, TOGETHER with all right, title and interest of Mortgagor Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further deed of trust, conveyance, assignment or other act by Grantor, all of which shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein, GRANTOR HEREBY GRANTS TO TRUSTEE, AS TRUSTEE FOR THE BENEFIT OF THE SECURED PARTY, ITS SUCCESSOR AND/OR ASSIGNS, a security interest in all fixtures, rights in action and personal property described herein. This Deed of Trust is a self-operative security agreement with respect to such property, even though Grantor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Secured Party may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Without the necessity of any further act of Grantor or Trustee or Secured Party, the lien of and security interest created by this Deed of Trust automatically will extend to and include (i) any and all contracts renewals, replacements, substitutions, accessions, proceeds, products, additions or after-acquired property for or to the Trust Property, and (ii) any and all monies, proceeds and other property that from time to time executed time, either by Mortgagor delivery to Grantor or by any instrument (including this Deed of Trust), may be subjected to such lien and security interest by Grantor or by anyone on behalf of Grantor, or with the consent of Grantor, or which otherwise may come into the possession or otherwise be subjected to the control of Trustee or Secured Party or Grantor pursuant to this Deed of Trust or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or associated financing of the Mortgaged agreement. The Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) items are collectively referred to as either the “Mortgaged "Property”)" or the "Trust Property". TO HAVE AND TO HOLD the Trust Property unto Secured Party and its successors and assigns, forever.
Appears in 1 contract
Sources: Deed of Trust (Hancock Fabrics Inc)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, titletitle and interest of Grantor in, claim to and under, or demand whatsoever derived from, the plots, pieces and parcels of Mortgagor, in possession or expectancy, in and to those certain tracts of land, land more particularly described in Exhibit A, attached A hereto and made a part hereof (the “Land”"LAND"); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and TOGETHER with all of Mortgagor’s Grantor's right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any landthe tenements, in any county hereditaments, appurtenances and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to all the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, estates and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created Grantor in and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All TOGETHER with all of Mortgagor’s Grantor's right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, buildings and improvements now or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) hereafter located on the Land; All rights, estates, powers Land (hereinafter collectively referred to as the "IMPROVEMENTS") and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest interest, if any, of Mortgagor inGrantor in and to the streets, to roads, sidewalks and under all easementsalleys abutting the Land, rights of way, licenses, operating agreements, abutting and strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the center line thereofuse and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor's right, title and interest of Mortgagor in, in and to any and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverproperty, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently hereinafter contained or attached to, or contained in or to and used or usable in any way in connection with any operation the Premises to the extent the same constitutes real property or letting of fixtures in the Mortgaged Property state in which the Land is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the "FIXTURE PROPERTY"), including all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hosesappliances, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliancesequipment, fittings and fixtures, to the extent the same constitutes real property or fixtures of every kind and description held in connection with the operation of, and state in which the Land is located on(the Land, the Mortgaged PropertyImprovements and the Fixture Property are hereinafter collectively referred to as the "PREMISES"); TOGETHER with all of Grantor's right, title and interest in and to any and all leases, subleases, lettings and licenses of the Premises or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being are hereinafter collectively referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”"LEASES"), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsproceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the "RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Secured Obligations; TOGETHER with all of Grantor's right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor's right, title and interest in and to any and all other rentsagreements, royaltiesrights, issues, profits, revenue, income written materials and other benefits arising from the use and enjoyment of the Mortgaged Property intangible personal property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies whether now or subsequently obtained by Mortgagor in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including portion thereof or the right to collect and receive such proceedsownership, subject to the provisions relating to insurance generally set forth below; and all awards and other compensationdevelopment, including the interest payable thereon and the right to collect and receive the sameconstruction, made to the present use, operation, occupancy, lease, sale or any subsequent owner financing of the Mortgaged Property or Equipment any portion thereof (excluding the extent to which same relate to the conduct of Grantor's business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 7.15(a)); TOGETHER with all of Grantor's right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Premises and all proceeds of the conversion, voluntary or involuntary, of the Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property Premises or any easement or other right therein subject therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the provisions set forth below"AWARDS"); and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, TOGETHER with all right, title and interest of Mortgagor Grantor in and to (i) all contracts from time to time executed extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Mortgagor or any manager or agent Grantor on its behalf relating to the ownershipPremises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, maintenanceassemblage, repairplacement or conversion, operationas the case may be, occupancyand in each such case, sale without any further mortgage, conveyance, assignment or financing other act by Grantor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property or Equipment or any part thereof unto Mortgagee and all agreements its successors and options relating assigns, forever, subject to the purchase or lease terms and conditions of any portion this Mortgage for the ratable benefit of the Mortgaged Property or any property which is adjacent or peripheral Mortgagee, Trustee, the holders of the Notes and the Party Lien Holders (as defined in the Security Agreement) (collectively, the "SECURED PARTIES"), subject to the Mortgaged Property which are appurtenant to the ownership terms of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)Security Agreement.
Appears in 1 contract
Sources: Indenture (Verasun Energy Corp)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents, the receipt and sufficiency of which are hereby acknowledgedGRANT AND CONVEY, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Mortgagee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a first priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever of Mortgagorto and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in Hillsborough County, in possession or expectancyFlorida, in and to those certain tracts of land, more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The , together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”);
(b) All and singular the easements, rights-of-way, interests and estates created under those certain servitudeslicenses, easementspermits, rights of wayuse or occupancy, privileges, franchisestenements, prescriptionsappendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements;
(c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment;
(f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements;
(h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements;
(i) Any and all leases, permits and/or occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other rights described evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in Exhibit Acommon with others, attached hereto including all water stock relating to the Land or Improvements, if any, and made a all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part hereofof the Land or Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom;
(whether m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Florida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of Law the Land or otherwiseImprovements;
(n) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by in and to deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of Law the Land or Improvements;
(o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and
(p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) in and to any and all buildingsgoods, improvementsaccounts, structuresgeneral intangibles, fixtureschattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other real rights or property (collectivelyarising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the “Improvements”; together doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with the Land, the “Real Estate”) located on the Land; All all rights, estates, powers privileges and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberappurtenances thereunto belonging, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remaindersincome, rents, royalties, revenues, issues, profits and revenue thereof proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all land lying of the payments set forth in the bed Note shall be paid and each and every stipulation, agreement, condition and covenant of any streetthe Note, road or avenuethis Mortgage and the other Loan Documents shall be promptly performed, in front complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment of or adjoining the Land Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the center line thereof; all rightNote or Mortgage or otherwise advanced under the Loan Documents, title including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of Mortgagor inthis Mortgage or to pay taxes, to and under all of the fixturesassessments, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverinsurance premiums, and all appurtenances other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof or that Mortgagee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and additions thereto in the Note; and substitutions the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage, the Note, and every other agreement, document and instrument to which reference is expressly made in this Mortgage or replacements thereof which at any time evidences or secures the Indebtedness evidenced by the Note and that certain Loan Agreement executed by Mortgagee and Mortgagor dated of even date herewith (together withthe “Loan Agreement”) (this Mortgage, in each casethe Note, attachmentsthe Loan Agreement and all such other agreements, componentsdocuments and instruments, parts and accessories) currently owned or subsequently acquired but excluding the certain Environmental Indemnification Agreement executed on even date herewith by Mortgagor and now or subsequently attached toIndustrial Income Operating Partnership LP, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property a Delaware limited partnership (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “LeasesGuarantor”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”). Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever subject to the Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”).
Appears in 1 contract
Sources: Mortgage, Security Agreement, Financing Statement and Fixture Filing (Industrial Income Trust Inc.)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledgedMORTGAGE AND WARRANT, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturitySET OVER, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINTRANSFER, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANTASSIGN, BARGAIN, SELLAND SELL to Mortgagee, PLEDGEits successors and assigns, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the estate, right, title, claim or demand whatsoever State of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereofIllinois, and grants to Mortgagee a security interest in, all of Mortgagor’s rightpresent and hereafter acquired estate, title rights, title, and interests in, to and under the following (hereinafter collectively referred to as the “Premises”):
(a) Mortgagor’s fee simple estate and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, structures and improvements now or any other real property (collectively, the “Improvements”; together with hereafter erected on the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to any and all substitutes fixtures, attachments, appliances, equipment, machinery, and replacements other articles attached to said buildings, structures, and improvements, whether now or in the future (hereinafter collectively referred to as the “Improvements”); and
(b) All and singular of Mortgagor’s rights, title, and interests in and to the easements, authorizations, rights-of-way, licenses, permits, rights of use or occupancy, management agreements, franchise agreements, privileges, tenements, appendages, hereditaments, appurtenances, air rights and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all additions the rents, issues and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released profits from the lien of any equipment financing after the date hereof) Land or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementImprovements, including, without limitation, all rights, title, and interests under the “Declaration” (as such term is defined below); and
(c) All of Mortgagor’s rights, title, and interests, if any, in and to the land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land and any strips and gores adjoining the Land; and
(d) All of Mortgagor’s rights, title, and interests in and to machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all of Mortgagor’s rights, title, and interests in and to any and all building materials whether stored awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, including all amounts which may be held by the “Depository” (as such term is defined in the “Declaration”, defined below), which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the Mortgaged Property date of receipt of any such award or offsitepayment by Mortgagor or Mortgagee, andand of the reasonable counsel fees, costs and disbursements incurred by Mortgagee in each connection with the collection of such caseaward or payment. Mortgagor agrees to execute and deliver, without from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any further deedsuch award or payment;
(f) Any and all of Mortgagor’s rights, conveyancetitle, “assignment and interests in and to any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other act by Mortgagor provided that disposition or substitution thereof and any or all of the foregoing items described in this clause and proceeds therefrom;
(g) shall not include Any and all of Mortgagor’s rights, title, and interests in and to any rights and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or property excluded Improvements
(h) All of Mortgagor’s rights, title, and interests in and to any and all monies deposited with or for the benefit of Mortgagee or any other person or entity for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as collateral in the Security Agreement hereinafter defined) or the Credit AgreementLand or Improvements; all rightproceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements;
(i) Any and all of Mortgagor’s rights, title title, and interests in and to any and all leases, occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all of Mortgagor’s rights, title, and interests in and to any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or Improvements, if any, and all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part of the Land or Improvements and any management agreements;
(k) Any and all of Mortgagor’s rights, title, and interests in and to any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Mortgagor’s rights, title, and interests in, to and under any and all leasesreserve, subleasesdeposit or escrow accounts made pursuant to any of the Loan Documents made between Mortgagor and Mortgagee and/or any Lender with respect to the Land or Improvements, underlettingstogether with all income, concession profits, benefits and advantages arising therefrom;
(m) Any and all of Mortgagor’s rights, title, and interests in and to any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the “UCC” (as such term is hereinafter defined)) located on and used in the operation of the Land or Improvements;
(n) All of Mortgagor’s rights, title, and interests in and to deposit accounts and letter of credit rights (as such terms are defined in the UCC) delivered to or in favor of Mortgagor with respect to the operation of the Land or Improvements;
(o) Any and all substitutions, accessions, additions and replacements to any of the foregoing;
(p) All of Mortgagor’s rights, title, and interests in and to any personal property of Mortgagor, including the following, all whether now owned or hereafter acquired or arising and wherever located: (1) accounts; (2) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (3) deposit accounts; (4) instruments (including promissory notes); (5) documents (including warehouse receipts); (6) chattel paper (including electronic chattel paper and tangible chattel paper); (7) inventory, including raw materials, work in process, or materials used or consumed in Mortgagor’s business, items held for sale or lease or furnished or to be furnished under contracts of service, sale or lease, goods that are returned, reclaimed or repossessed; (8) goods of every nature, including stock-in-trade, goods on consignment, computer programs embedded in such goods and farm products; (9) equipment, including machinery, vehicles and furniture; (10) fixtures; (11) agricultural liens; (12) as-extracted collateral; (13) letter of credit rights; (14) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), books, records, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and plans, trade secrets, contracts, licenses, license agreements, management agreementsformulae, licenses tax and any other similar agreements granting to a third party a right to use or occupancy types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies; (16) all supporting obligations of all of the Mortgaged Property foregoing property; (15) all property of Mortgagor now or the Equipment hereafter in Mortgagee’s or any part Lender’s possession or in transit to or from, or under the custody or control of, Mortgagee or any Lender, or any affiliate of Mortgagee or any Lender; (17) all cash and cash equivalents thereof; and (18) all cash and noncash proceeds (including insurance proceeds) of all of the foregoing property, now existing or subsequently entered into by Mortgagor and whether written or oral all products thereof and all guarantees additions and accessions thereto, substitutions therefor and replacements thereof; and
(q) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (collectivelypursuant to judgment, as condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing may be amended, restated, extended, renewed or modified from time to timeproceeds thereof. For purposes of this Mortgage, the term “Leases”proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges, and appurtenances thereunto belonging, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereofroyalties, together with all other rents, royaltiesrevenues, issues, profitsprofits and proceeds therefrom, revenueunto Mortgagee, income its successors and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectivelyassigns, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceedsforever, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; uses and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)purposes herein expressed.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases, Security Agreement and Fixture Filing (Prime Group Realty Trust)
GRANTING CLAUSES. For good Grantor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledgedWITH GENERAL WARRANTY, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturitySET OVER, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Grantee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT WITH ALL POWERS OF THE SECURED PARTIESSALE (if any) and all statutory rights under the laws of , THE FOLLOWING PROPERTYand grants to Grantee, RIGHTSa security interest in, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All all of the Grantor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever of Mortgagorto and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in County, in possession or expectancy, in and to those certain tracts of land, more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The rights, interests together with all buildings, structures and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether improvements now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown erected on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related all fixtures and items that are to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property become fixtures thereto (collectively, the “Improvements”; together with );
(b) All and singular the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of rights-of-way, licenses, operating agreementspermits, abutting strips and gores rights of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interestsuse or occupancy, privileges, licensestenements, tenementsappendages, hereditaments and appurtenances belonging, relating and other rights and privileges attached or pertaining belonging to the Real EstateLand or Improvements or in anyway appertaining thereto, whether now or in the future, and any reversions, remainders, all the rents, issues, issues and profits and revenue thereof and all from the Land or Improvements;
(c) The land lying in the bed of within any street, road or alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land to the center line thereofLand; and all right, title and interest interest, if any, of Mortgagor in, Grantor in and to any strips and under all of gores adjoining the fixtures, chattels, business machines, Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fittings, appliances fixtures and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter located in or upon or affixed to the Land or Improvements, or contained in any part thereof, or used or usable in any way in connection with any construction on or any present or future operation or letting of the Mortgaged Property (as defined below)Land or Improvements, including now owned or hereafter acquired by Grantor, including, but without limiting limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, shadesfloor coverings, blindscabinets, curtainspartitions, draperiesconduits, artworkducts and compressors; and all cranes and craneways, carpetsoil storage, rugs, storm doors sprinkler/fire protection and windows, furniture water service equipment; and furnishings, heating, electricalalso including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Grantor may be engaged on the Land or Improvements, and mechanical equipmentincluding without limitation all tools, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment musical instruments and systems, stoves, ranges, laundry audio or video equipment, cleaning systems (including cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus), telephonesand cleaning equipment, communication systems (including satellite dishes refrigeration equipment, cables, computers and antennae)computer equipment, televisionssoftware, computersbooks, sprinkler systems and other fire prevention and extinguishing apparatus and materialssupplies, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduitskitchen equipment, appliances, fittings tractors, lawn mowers, ground sweepers and fixtures tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of every kind the foregoing; it being understood and description held agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements; and as to any of the property aforesaid which may not be deemed to form a part and parcel of the Land or may not constitute a “fixture” (as such term is defined in the Uniform Commercial Code), this Security Deed is hereby deemed to be, as well, a security agreement under the Uniform Commercial Code for the purpose of creating a security interest in such property, which Grantor hereby grants to Grantee as Secured Party, for the benefit of the Grantee (as such term is defined in the Uniform Commercial Code);
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Security Deed at the date of receipt of any such award or payment by Grantor or Grantee, and of the reasonable counsel fees, costs and disbursements incurred by Grantor or Grantee in connection with the operation ofcollection of such award or payment. Grantor agrees to execute and deliver, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any such award or payment. The parties intend the “Leases”)definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereofroyalties, together with all other rents, royaltiesrevenues, issues, profitsprofits and proceeds therefrom, revenueunto Grantee, income its successors and other benefits arising from assigns, forever, for the use uses and enjoyment purposes herein expressed forever in fee simple. THIS SECURITY DEED IS A DEED CONVEYING TITLE PURSUANT TO THE LAWS OF AND IS NOT A MORTGAGE, AND IS GIVEN TO SECURE: Payment of the Mortgaged Property Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Grantor by Grantee pursuant to the Note or Security Deed or otherwise advanced under the Loan Documents (the “Loan”), including without limitation advances made by Grantee to protect the Premises or the lien or interest of this Security Deed or to pay taxes, assessments, insurance premiums, and all other amounts that Grantor has agreed to pay pursuant to the provisions hereof or that Grantee has incurred by reason of the occurrence of an Event of Default (as defined below) (collectivelyhereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Security Deed, the “Rents”); Note, and every other agreement, document and instrument to which reference is expressly made in this Security Deed or which at any time evidences or secures the Indebtedness evidenced by the Note (this Security Deed, the Note and all unearned premiums under insurance policies now or subsequently obtained by Mortgagor such other agreements, documents and instruments evidencing, securing and otherwise relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds Note, but excluding the certain Environmental Indemnification Agreement executed of any such insurance policies (including title insurance policies) including the right to collect and receive such proceedseven date herewith by Grantor, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner that certain Guaranty of the Mortgaged Property or Equipment for the taking Affiliate Loans executed of even date herewith by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereofGrantor, and (iii) all drawingsthat certain Junior Deed to Secure Debt and Security Agreement executed of even date herewith by Grantor, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”). Grantor hereby warrants that Grantor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Grantor will forever warrant and defend the title to the Premises unto Grantee against the claims of all persons whomsoever; and that the Premises are unencumbered except as set forth on Grantee’s title insurance policy dated on or about even date herewith regarding the Premises.
Appears in 1 contract
Sources: Deed to Secure Debt and Security Agreement (Strategic Storage Trust, Inc.)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents GRANT AND CONVEY, the receipt and sufficiency of which are hereby acknowledgedMORTGAGE AND WARRANT, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturitySET OVER, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Mortgagee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the estate, right, title, claim or demand whatsoever State of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereofIllinois, and grants to Mortgagee a security interest in, all of Mortgagor’s 's present and hereafter acquired estate, right, title and interest in, to and under the following (whether collectively referred to herein as the "Premises"):
(a) That certain real property situated in the State of Illinois, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), together with all buildings, structures and improvements now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown erected on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related all fixtures and items that are to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property become fixtures thereto (collectively, the “"Improvements”; together with ");
(b) All and singular the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of rights-of-way, licenses, operating agreementspermits, abutting strips and gores rights of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interestsuse or occupancy, privileges, licensestenements, tenementsappendages, hereditaments and appurtenances belonging, relating and other rights and privileges attached or pertaining belonging to the Real EstateLand or Improvements or in any wise appertaining thereto, whether now or in the future, and any reversions, remainders, all the rents, issues, issues and profits and revenue thereof and all from the Land or Improvements;
(c) The land lying in the bed of within any street, road or alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land to the center line thereofLand; and all right, title and interest interest, if any, of Mortgagor in, in and to any strips and under all of gores adjoining the fixtures, chattels, business machines, Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances appliances, furniture and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached tohereafter located in or upon or affixed to the Land or Improvements, or contained in any part thereof, or used or usable in any way in connection with any construction on or any present or future operation or letting of the Mortgaged Property (as defined below)Land or Improvements, including now owned or hereafter acquired by Mortgagor, including, but without limiting limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, shadesfloor coverings, blindscabinets, curtainspartitions, draperiesconduits, artworkducts and compressors; and all cranes and craneways, carpetsoil storage, rugs, storm doors sprinkler/fire protection and windows, furniture water service equipment; and furnishings, heating, electricalalso including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and mechanical equipmentincluding without limitation all tools, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment musical instruments and systems, stovescabinets, rangesawnings, laundry window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, cleaning systems (including window cleaning apparatus)refrigeration equipment, telephones, communication systems (including satellite dishes and antennae), televisionscables, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materialssoftware, security systemsbooks, motorssupplies, engineskitchen equipment, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduitsmotor vehicles, appliances, fittings tractors, lawn mowers, ground sweepers and fixtures tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of every kind the foregoing; it being understood and description held agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the operation ofcollection of such award or payment. Mortgagor agrees to execute and deliver, and located onfrom time to time, the Mortgaged Property, and all licenses and permits such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of whatever nature, including, but not limited to, that now any such award or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause payment;
(f) shall Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not include yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or property in this paragraph Improvements;
(fh) being referred to All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the “Equipment”)Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants' or security deposits held by Mortgagor in respect of the Land or Improvements;
(i) Any and all leases, occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or the Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or the Improvements, if any, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Land or the Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or the Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or the Improvements;
(l) Any and all of Mortgagor's right, title and interest of Mortgagor in in, to and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, under any and all building materials whether stored at reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Mortgaged Property Land or offsitethe Improvements, andtogether with all income, in each such caseprofits, without any further deedbenefits and advantages arising therefrom;
(m) Any and all goods, conveyanceaccounts, “assignment or other act by Mortgagor provided that the foregoing items described in this clause general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (g) shall not include any rights or property excluded as collateral defined in the Security Agreement Illinois Uniform Commercial Code ("UCC")) located on and used in the operation of the Land or the Credit Agreement; all Improvements;
(n) All of Mortgagor's right, title and interest in and to deposit accounts and letter of Mortgagor incredit rights (as defined in the UCC);
(o) Any and all substitutions, accessions, additions and replacements to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy any of the Mortgaged Property foregoing; and
(p) All products and proceeds of any of the foregoing, or with respect to the Land or the Equipment Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or any part thereof, now existing involuntary disposition or subsequently entered into by Mortgagor and whether written or oral and all guarantees diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (collectivelypursuant to judgment, as condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”).
Appears in 1 contract
Sources: Mortgage, Security Agreement, Financing Statement and Fixture Filing (Great Lakes Reit)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, titletitle and interest of Grantor in, claim to and under, or demand whatsoever derived from, the plots, pieces and parcels of Mortgagor, in possession or expectancy, in and to those certain tracts of land, land more particularly described in Exhibit A, attached A hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and TOGETHER with all of MortgagorGrantor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any landthe tenements, in any county hereditaments, appurtenances and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to all the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, estates and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created Grantor in and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All TOGETHER with all of MortgagorGrantor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, buildings and improvements now or any other real property hereafter located on the Land (collectively, hereinafter collectively referred to as the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest interest, if any, of Mortgagor inGrantor in and to the streets, to roads, sidewalks and under all easementsalleys abutting the Land, rights of way, licenses, operating agreements, abutting and strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the center line thereofuse and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in, in and to any and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverproperty, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently hereinafter contained or attached to, or contained in or to and used or usable in any way in connection with any operation the Land and the Improvements to the extent the same constitutes real property or letting of fixtures in the Mortgaged Property state in which the Land is located (as defined below), including but without limiting the generality all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors removable window and windowsfloor coverings, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatusconditioning, refrigerating, incinerating and incinerating equipmentelevator plants, escalatorscooking facilities, elevators, loading and unloading equipment and vacuum cleaning systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computerscall systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hosesappliances, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliancesequipment, fittings and fixtures, to the extent the same constitutes real property or fixtures of every kind and description held in connection with the operation of, and state in which the Land is located on(the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Mortgaged Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Mortgaged Property or any part thereof now or hereafter entered into, and all licenses amendments, modifications, supplements, additions, extensions and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement thereof (all of the foregoing non-excluded rights or property in this paragraph (f) being are hereinafter collectively referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of including cash and securities deposited thereunder and (as down payments, security deposits or otherwise), the right to receive and collect the revenuesrents, security deposits, income, rentsproceeds, earnings, royalties, revenues, issues and profits thereofpayable thereunder and the rights to enforce, together whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all other rentsof Grantor’s right, royaltiestitle and interest in and to any and all rights, issues, profits, revenue, income and other benefits arising from the use and enjoyment dividends and/or claims of any kind whatsoever relating to the Mortgaged Property (as defined below) (collectivelyincluding damage, the “Rents”secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all unearned premiums under insurance policies of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or subsequently obtained by Mortgagor in the future existing) arising in connection with, derived from or otherwise relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including portion thereof or the right to collect and receive such proceedsownership, subject to the provisions relating to insurance generally set forth below; and all awards and other compensationdevelopment, including the interest payable thereon and the right to collect and receive the sameconstruction, made to the present use, operation, occupancy, lease, sale or any subsequent owner financing of the Mortgaged Property or Equipment any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Mortgaged Property and all proceeds of the conversion, voluntary or involuntary, of the Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Mortgaged Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant therein, including awards for any change of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, grade of streets (all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter collectively referred to as the “Mortgaged PropertyAwards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Mortgaged Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, for the benefit and security of Mortgagee and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Mortgage for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.
Appears in 1 contract
GRANTING CLAUSES. For good To secure the obligations of Mortgagor under the Guaranty and valuable considerationthe payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Mortgage, the receipt Guaranty, the Loan Agreement, the Notes, any and sufficiency all other mortgages, security agreements, assignments of which are hereby acknowledgedleases and rents, Mortgagor agrees that guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure complete or guarantee the payment and performance when due (whether at the stated maturity, by acceleration of all or otherwise) any portion of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINindebtedness under the Notes or the Guaranty and any and all renewals, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEextensions, GRANTamendments and replacements of this Mortgage, BARGAINthe Guaranty, SELLthe Loan Agreement, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in Notes and to those certain tracts of land, described in Exhibit A, attached hereto any such other documents and made a part hereof instruments (the “Land”); The rightsGuaranty, interests the Loan Agreement, the Notes, this Mortgage, such other mortgages, security agreements, assignments of leases and estates created under those certain servitudesrents, easementsguaranties, rights letters of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereofcredit, and all of Mortgagor’s right, title any other documents and interest (whether instruments now owned or hereafter acquired by operation of Law or otherwise) executed and delivered in connection with the Loan, and any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any all amendments, renewals, extensionsextensions and replacements hereof and thereof, supplementsbeing sometimes referred to collectively as the “Loan Instruments” and individually as a “Loan Instrument”) and to secure payment of any and all other indebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to Lender, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently now existing or hereafter created and whether now owned created, absolute or hereafter acquired by operation of Law contingent, direct or otherwise) usedindirect, held for use in connection withliquidated or unliquidated, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement otherwise (all of the foregoing non-excluded rights or property in this paragraph (f) indebtedness and liabilities secured hereby being hereinafter sometimes referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, andMortgagor’s Liabilities,” provided that Mortgagor’s Liabilities shall, in each such caseno event, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”exceed $30,000,000), Mortgagor does hereby convey, mortgage, warrant, assign, transfer, pledge and all rights of Mortgagor in respect of cash and securities deposited thereunder and deliver to Lender the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, following described property subject to the provisions relating to insurance generally set forth below; terms and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”).conditions herein:
Appears in 1 contract
Sources: Credit Agreement (Quixote Corp)
GRANTING CLAUSES. For good To secure the Secured Obligations (as hereinafter defined), including, without limitation, Trustor's guarantees of payment and performance of the Indenture Obligation and the Term Loan Obligation under the Note Guarantee and the Term Loan Guarantee, respectively, and the payment and performance of the covenants and obligations herein contained and in consideration of the sum of $10.00 and other valuable considerationconsideration in hand paid by Beneficiary to Trustor and in consideration of the debts and trusts hereinafter mentioned, the receipt and sufficiency of all of which are is hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, Trustor does by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, these presents GRANT, BARGAIN, SELL, PLEDGEASSIGN, ASSIGNMORTGAGE, WARRANT, TRANSFER AND and CONVEY TO MORTGAGEEunto the Deed of Trust Trustee and its successors and substitutes in trust with power of sale hereunder for the use and benefit of Beneficiary all of Trustor's rights, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rightstitles, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to the real and personal property described in Subparagraphs (a) through (h) of this Section I (collectively herein called the "Mortgaged Property"); provided, however, that the term Mortgaged Property shall not
(a) Trustor's undivided 100% interest in and to the lands described on Exhibit AA hereto (the "Land"), attached hereto and made a part hereof, together with any and all other rights, titles and interests of Mortgagor’s right, title and interest Trustor of whatever kind or character (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law law or otherwise) in and to any such Land.
(b) All of Trustor's rights, titles and interests in all plants, buildings, improvements, structures, towers and other improvements now owned or hereafter acquired and located on the Land, including, without limitation, that certain chlor alkali plant and all equipment, fixtures, heating, lighting and power plants, pipelines, transmission lines, buildings, housing and improvements, together with all other machinery, equipment, appliances and apparatus of whatsoever character or description (except for any other real property motor vehicles, licensed or registered with the Department of Motor Vehicles of the State), and all replacements, substitutions and additions to said property, owned by Trustor and located on the Land or located elsewhere and used in the operation, conduct and maintenance of that certain chlor alkali plant located thereon (collectively, the “"Improvements”; ") (the Land, together with the LandImprovements, being hereinafter collectively referred to as the “Real Estate”"Chlor Alkali Plant").
(c) located on To the Land; All extent permitted by law, all of Trustor's rights, estates, powers titles and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of wayfranchises, licenses, operating agreementspermits and certificates, abutting strips and gores of landconsents, streetsapprovals, waysauthorizations, alleyshowever characterized, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, Trustor's ownership and all renewals or replacements operation of the foregoing Chlor Alkali Plant and issued or substitutions in any way furnished, whether now existing or hereafter entered into and whether necessary or not for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all operation and use of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementChlor Alkali Plant, including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses or certificates of operation.
(d) All of Trustor's rights, title and interest in all absorbers, equipment, machinery, drums, engines, motors, regulators, meters, exchangers, tanks, docks, racks, heaters, above ground storage facilities, under ground storage facilities, loading facilities, fractionation facilities, absorption equipment, distillation equipment, deethanizers, depropanizers, debutanizers, olefin splitters, stills, power plants, disposal pits, warehouses, dwelling houses, cooling equipment, compressors, pipelines, piping flow lines, wiring, boilers, vessels, dehydration equipment or any of them (except for any motor vehicles, licensed or registered with the Department of Motor Vehicles of the State), whether now owned or hereafter acquired and all building materials whether stored at located or to be located upon the Mortgaged Property Land or offsiteleaseholds now or hereafter owned by Trustor and used or held for use in connection with Trustor's ownership and operation of the Chlor Alkali Plant (collectively, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause "Equipment").
(ge) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all All Trustor's right, title and interest interest, as landlord, franchisor, licensor or grantor, in all leases and subleases of Mortgagor space, oil, gas and mineral leases, franchise agreements, licenses, occupancy or concession agreements now existing or hereafter entered into relating in any manner to the Chlor Alkali Plant or the Equipment and any and all amendments, modifications, supplements and renewals of any thereof (each such lease, license or agreement, together with any such amendment, modification, supplement or renewal, a "Lease"), whether now in effect or hereafter coming into effect including, without limitation, all rents, additional rents, management fees payable by tenants, cash, guarantees, letters of credit, bonds, sureties or securities deposited thereunder to secure performance of the lessee's, franchisee's, licensee's or obligee's obligations thereunder, revenues, earnings, profits and income, advance rental payments, payments incident to assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease (collectively, "Rents").
(f) All surveys, title insurance policies, drawings, plans, specifications, construction contracts, file materials, operating and maintenance records, catalogues,
(g) All general intangibles now owned or hereafter acquired by Trustor (but not including the Obligor Collateral), including without limitation (i) all of Trustor's rights, titles and interests, whether now owned or hereafter acquired, of Trustor in, to and under all leasesthe contracts, subleases, underlettings, concession agreements, management agreements, licenses agreements or other instruments and other similar agreements granting documents relevant to a third party a right to use or occupancy Trustor's ownership and operation of the Mortgaged Property Chlor Alkali Plant (collectively, "Plant Agreements"), (ii) all contract rights relating to the Chlor Alkali Plant or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees reserves, deferred payments, deposits, refunds and claims of every kind or character relating thereto, but not including Accounts Receivable, as defined in the Revolving Credit Agreement (collectively, "Contract Rights") and (iii) all processes, designs, methodologies and related documentation, technical information, manufacturing, engineering and technical drawings related to the ownership and operation of the Chlor Alkali Plant.
(h) All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, proceeds of insurance and condemnation or other awards or payments with respect thereto and interest thereon (collectively, as any "Proceeds"). TO HAVE AND TO HOLD the Mortgaged Property unto the Deed of Trust Trustee and Beneficiary and to their successors and assigns forever to secure the payment and performance of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment Secured Obligations. None of the Mortgaged Property (as defined below) (collectively, the “Rents”); is used principally or at all unearned premiums under insurance policies now for agricultural or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged Property”)farming purposes.
Appears in 1 contract
Sources: Deed of Trust (Pioneer East Inc)
GRANTING CLAUSES. For good Mortgagor hereby irrevocably and valuable considerationabsolutely does by these presents, the receipt and sufficiency of which are hereby acknowledgedGRANT AND CONVEY, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGETRANSFER, ASSIGN, WARRANTBARGAIN AND SELL to Mortgagee, TRANSFER AND CONVEY TO MORTGAGEEits successors and assigns, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All with all powers of sale (if any) and all statutory rights under the laws of the State of Florida, and grants to Mortgagee a second priority security interest in, all of Mortgagor’s present and hereafter acquired estate, right, titletitle and interest in, claim or demand whatsoever of Mortgagorto and under the following (collectively referred to herein as the “Premises”):
(a) That certain real property situated in Hillsborough County, in possession or expectancyFlorida, in and to those certain tracts of land, more particularly described in Exhibit “A, ” attached hereto and made a part hereof incorporated herein by this reference (the “Land”); The , together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the “Improvements”);
(b) All and singular the easements, rights-of-way, interests and estates created under those certain servitudeslicenses, easementspermits, rights of wayuse or occupancy, privileges, franchisestenements, prescriptionsappendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements;
(c) The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land;
(d) All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, appliances, tractors, motor vehicles, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Guaranteed Obligations (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;
(e) Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment;
(f) Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom;
(g) Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements;
(h) All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Premises taken or damaged under the power of eminent domain or by condemnation; and all tenants’ or security deposits held by Mortgagor in respect of the Land or Improvements;
(i) Any and all leases, permits and/or occupancy agreements, and tenancies affecting the Land and Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;
(j) Any and all shares of stock, membership or partnership interest or other rights described evidence of ownership of any part of the Land or Improvements that is owned by Mortgagor in Exhibit Acommon with others, attached hereto including all water stock relating to the Land or Improvements, if any, and made a all documents of membership in any owners’ or members’ association or similar group having responsibility for managing or operating any part hereofof the Land or Improvements and any management agreements;
(k) Any and all plans and specifications prepared for construction of improvements on the Land or Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or Improvements;
(l) Any and all of Mortgagor’s right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or Improvements, together with all income, profits, benefits and advantages arising therefrom;
(whether m) Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Florida Uniform Commercial Code (“UCC”)) now owned or hereafter acquired by Mortgagor located on and used in the operation of Law the Land or otherwiseImprovements;
(n) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by in and to deposit accounts and letter of credit rights(as defined in the UCC) relating to the operation of Law the Land or Improvements;
(o) Any and all substitutions, accessions, additions and replacements to any of the foregoing; and
(p) Any and all products and proceeds of any of the foregoing, or with respect to the Land or Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) in and to any and all buildingsgoods, improvementsaccounts, structuresgeneral intangibles, fixtureschattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds thereof. For purposes of this Mortgage, the term “proceeds” means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other real rights or property (collectivelyarising under or receivable upon any such disposition. The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the “Improvements”; together doubt should be resolved in favor of inclusion. TO HAVE AND TO HOLD the Premises with the Land, the “Real Estate”) located on the Land; All all rights, estates, powers privileges and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor in, to and under all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberappurtenances thereunto belonging, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remaindersincome, rents, royalties, revenues, issues, profits and revenue thereof proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed. PROVIDED ALWAYS, that if all land lying of the payments set forth in the bed Guaranty shall be paid and each and every stipulation, agreement, condition and covenant of any streetthe Guaranteed Obligations shall be promptly performed, road complied with and abided by, then this Mortgage and the estate hereby created shall cease and be null and void. THIS MORTGAGE IS GIVEN TO SECURE: Payment and performance of the Guaranteed Obligations; advances made by Mortgagee to protect the Premises or avenue, in front of or adjoining the Land to the center line thereof; all right, title lien and interest of Mortgagor inthis Mortgage or to pay taxes, to and under all of the fixturesassessments, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoeverinsurance premiums, and all appurtenances other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof; and additions thereto the due, prompt and substitutions or replacements thereof (together withcomplete performance of each and every covenant, in each case, attachments, components, parts condition and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or agreement contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located onthis Mortgage. This Mortgage, the Mortgaged PropertyGuaranty, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreementsdocuments and instruments, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “Mortgaged PropertyLoan Documents”. Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever subject to the Permitted Encumbrances (as hereinafter defined); and that the Premises are unencumbered except as set forth on Mortgagee’s title insurance policy dated on or about even date herewith regarding the Premises (the “Permitted Encumbrances”). Notwithstanding anything contained in this Mortgage to the contrary, in the event of the foreclosure of this Mortgage, the maximum recovery of Mortgagee in the event of the sale of the Premises to a purchaser other than Mortgagee, and the maximum credit to be allowed to Mortgagee in bidding upon the Premises at a foreclosure sale under this Mortgage, shall be $5,448,000.00, plus such amounts as may be awarded in the foreclosure decree for interest, costs, attorneys’ fees, and monies advanced for insurance premiums, taxes and preservation of the Property.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Financing Statement and Fixture Filing (Industrial Income Trust Inc.)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that and to secure complete payment Mortgagor's performance of Mortgagor's obligations under the Notes, Mortgagor has created a security interest in and performance when due (whether at the stated maturitymortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged, transferred and set over, and does by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINthese presents create a security interest in and MORTGAGE, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEWARRANT, GRANT, BARGAIN, SELL, PLEDGECONVEY, ASSIGN, WARRANTPLEDGE, TRANSFER AND CONVEY TO MORTGAGEESET OVER unto Mortgagee, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIESits successors and assigns forever, THE FOLLOWING PROPERTYWITH MORTGAGE COVENANTS and other STATUTORY RIGHTS AND COVENANTS in the State of Connecticut, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGORthe following property: All The parcel or parcels of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, land described in Exhibit A, Schedule A attached hereto and by this reference made a part hereof (the “"Land”"); The rightsTOGETHER with the buildings, interests foundations, structures and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest improvements (whether including fixtures) now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown located on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property Land (collectively, the “"Improvements”"); together TOGETHER with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest interest, if any, of Mortgagor inin and to the streets and roads, opened or proposed, abutting the Land, all strips and gores within or adjoining the Land, the air space and right to use the air space above the Land, all rights of ingress and egress to and under from the Land, all easements, rights of way, licenses, operating agreements, abutting strips and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rentshereditaments, issues, profits and revenue thereof and all land lying in the bed of any street, road appurtenances now or avenue, in front of or adjoining hereafter affecting the Land or the Improvements, all royalties and rights and privileges appertaining to the center line thereof; all right, title use and interest of Mortgagor in, to and under all enjoyment of the fixturesLand or the Improvements, chattelsincluding all air, business machineslateral support, machineryalley, apparatusdrainage, equipmentwater, furnishingsoil, fittingsgas and mineral rights, appliances and articles of personal property of every kind and nature whatsoeverall options to purchase or lease, and all appurtenances and additions thereto and substitutions other interests, estates or replacements thereof (together withclaims, in each caselaw or in equity, attachments, components, parts and accessories) currently owned which Mortgagor now has or subsequently acquired by Mortgagor and now or subsequently attached to, or contained hereafter may acquire in or used with respect to the Land or usable in any way in connection with any operation or letting of the Mortgaged Property Improvements (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located oncollectively, the Mortgaged Property"Appurtenances"); The Land, the Improvements and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being Appurtenances are hereinafter sometimes collectively referred to as the “Equipment”)"Premises"; TOGETHER with all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleaseslettings, underlettings, concession agreements, management agreements, tenancies and licenses and other similar agreements granting to a third party a right to use or for occupancy of the Mortgaged Premises or any part thereof now or hereafter entered into and all amendments, extensions, renewals and guaranties thereof, all security therefor, and all moneys payable thereunder (collectively, the "Leases"); TOGETHER with all rents, income, issues, profits, security deposits and other benefits to which Mortgagor may now or hereafter be entitled from the Premises, or under or in connection with the Leases (collectively, the "Property Income"); and TOGETHER with all proceeds, judgments, claims, compensation, awards of damages and settlements with respect to or hereafter made as a result of or in lieu of any condemnation or taking of the Premises by eminent domain or any casualty loss of or damage to any of the Premises, the Leases or the Equipment Property Income, all refunds with respect to the payment of property taxes and assessments, and all other proceeds of the conversion, voluntary or involuntary, of the Premises, the Leases or the Property Income, or any part thereof, now existing into cash or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) liquidated claims (collectively, the “Rents”"Proceeds"); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to . The Leases, the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon Income and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which Proceeds are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter sometimes collectively referred to as the “"Collateral." The Premises and the Collateral are hereinafter sometimes collectively referred to as the "Mortgaged Property”)." TO HAVE AND TO HOLD the Mortgaged Property, with all the privileges and appurtenances to the same belonging, and with the possession and right of possession thereof, unto Mortgagee and its successors and assigns forever. THE CONDITION OF THIS DEED IS SUCH THAT:
Appears in 1 contract
Sources: Mortgage Deed, Security Agreement, Assignment of Rents, and Fixture Filing (Bio Plexus Inc)
GRANTING CLAUSES. For good The Lessor hereby grants, conveys, assigns, transfers, mortgages and valuable considerationpledges to the Indenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, following described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easementsproperty, rights of way, and privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the Land, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned held or hereafter acquired by operation of Law or otherwise) used(herein called the "Indenture Estate"), held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings, improvements, structures, fixtures, or any other real property (collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauseswit, all right, title and interest of Mortgagor inthe Lessor, to now existing or hereafter arising, in and under all easementsto: Granting Clause First --------------------- The entire right, rights title and interest of way, licenses, operating agreements, abutting strips the Lessor in and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, land described in Schedule A attached hereto (the "Site") including the Lessor's rights under the Option and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land Estate for Years Agreement with respect to the center line thereof; Site and the Three Party Agreement with respect to the Site, together with (a) all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor Lessor in and to all substitutes buildings, structures and replacements ofother improvements, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (now standing or released from the lien of at any equipment financing after the date hereof) or constructed, assembled time hereafter constructed or placed by Mortgagor on upon the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placementSite, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (isaid buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all contracts from time right, title and interest of Lessor in and to time executed by Mortgagor or any manager or agent on its behalf relating all and singular the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances in and to the ownershipSite, constructionbelonging or in any way appertaining thereto, maintenanceincluding, repairwithout limitation, operationall right, occupancytitle and interest of Lessor in, sale to and under any streets, ways, alleys, vaults, gores or financing strips of land adjoining the Site, (c) all claims or demands of Lessor in law or in equity, in possession or expectancy of, in and to the Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating property described in this Granting Clause First which are, subject to the purchase or lease provisions of any portion Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the intention of the Mortgaged Property or any parties hereto that, so far as may be permitted by law, all property of the character hereinabove described which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently is hereafter acquired by Mortgagor Lessor and is affixed, attached and annexed to the Site shall be and remain or become and constitute a portion of the Indenture Estate and the security covered by and subject to the Lien of the Mortgage. The Site together with the Improvements and the other property described in, and not excluded from, in this Granting Clause First relating thereto are herein collectively called the foregoing clauses (a) through (j) are collectively referred to as the “Mortgaged "Property”)".
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Royal Ahold)
GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that In order to secure complete the payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREINObligations and any other obligations of Grantor hereinafter set forth, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGEGrantor does hereby irrevocably bargain, GRANTsell, BARGAINgive, SELLgrant and convey unto Trustee and Trustee’s successors and assigns in trust, PLEDGEwith power of sale, ASSIGNunder and subject to the terms hereof, WARRANTfor the benefit of Beneficiary, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All all of the Grantor's interest and estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to those certain tracts of land, described in Exhibit A, attached hereto and made a part hereof (the “Land”); The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation (whether fee, leasehold, legal or equitable) and whether the same now exist or hereafter come into existence (hereinafter collectively referred to as the “Mortgaged Property”):
(a) Grantor’s undivided fee simple estate and all the tracts or parcels of Law or otherwise) real property lying and being in any servitudesthe County of Bladen, easements, rights State of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly North Carolina as more particularly described in Exhibit “A” attached hereto and by this reference incorporated herein; and
(b) All buildings, structures and improvements of every nature whatsoever now or omitted from such Exhibit A relating hereafter situated on the Site, and all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, washers, dryers, water heaters, mirrors, mantels, air conditioning apparatus, refrigerating plants, refrigerators, cooking apparatus and appurtenances, window screens, awnings and storm sashes, which are or shall be attached to said buildings, structures or improvements and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of every kind and nature whatsoever now or hereafter owned by Grantor and located in, on or about, or used or intended to be used with or in connection with the Landuse, together with any amendmentsoperation or enjoyment of the Mortgaged Property, renewals, including all extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Land; All of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildingsadditions, improvements, structuresbetterments, fixtures, or renewals and replacements of any other real property (collectively, of the “Improvements”; together with foregoing and all the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interest of Mortgagor inGrantor in any such furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property subject to or covered by any prior security agreement, conditional sales contract, chattel mortgage or similar lien or claim, together with the benefit of any deposits or payments now or hereafter made by Grantor or on behalf of Grantor, all trade-names, trademarks, servicemarks, logos and goodwill related thereto which in any way now or hereafter belong, relate or appertain to the Mortgaged Property or any part thereof or are now or hereafter acquired by Grantor (excluding trademarks or tradenames which appertain to the operation of Grantor's business rather than the operation of the Facility); and all insurance and other proceeds of any of the property described hereinabove, all of which are hereby declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Mortgaged Property as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the Obligations and to be secured by this Instrument. The location of the above described collateral is also the location of the Site. The property described in this subsection (b) is herein referred to collectively as the “Improvements”; the Improvements and the Grantor’s estate in the Site are herein collectively referred to as the “Facility”;
(c) All of Grantor’s right, title and interest, under, in and to the Leases and all easementscontracts, rights of wayfranchises, licenses, operating agreements, abutting permits and other documents, together with any additions or changes to and any extensions, revisions or modifications of all such contracts, franchises, licenses, agreements, permits and other documents (collectively, the “Contracts”), whether now existing or hereafter entered into in relating to the development, ownership, maintenance and operation of the Facility and all proceeds of any of the property described hereinabove, including, without limitation, all insurance proceeds; and
(d) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timberpowers, and all estates, rights, titles, interests, privileges, licensesliberties, tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or pertaining appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center line thereof; all right, title and interest of Mortgagor in, to and under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Mortgaged Property (as defined below), including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, fittings and fixtures of every kind and description held in connection with the operation of, and located on, the Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in this paragraph (f) being referred to as the “Equipment”); all right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other similar agreements granting to a third party a right to use or occupancy of the Mortgaged Property or the Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”), and all rights of Mortgagor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively, the “Rents”); all unearned premiums under insurance policies now or subsequently obtained by Mortgagor relating to the Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Mortgaged Property or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Mortgaged Property or any easement or other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Grantor and (iii) the reversion and reversions, remainder and remainders, of the Mortgaged Property from time to time accruing. TO HAVE AND TO HOLD FOREVER the Mortgaged Property and all drawingsparts, plansrights, specifications members and similar or related items appurtenances thereof, to Trustee and the heirs, successors and assigns of Trustee, upon the trusts, terms and conditions and for the uses hereinafter set forth, and Grantor covenants that Grantor is lawfully seized and possessed of the Mortgaged Property as aforesaid, and has good right to convey the same, that the same is unencumbered except for Permitted Liens, and that Grantor does warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to Permitted Liens. This conveyance is intended to operate and is to be construed as a deed of trust under the laws of the State of North Carolina relating to deeds of trust, and not as a mortgage, and is given to secure the payment and performance by Grantor and Smithfield of their respective Obligations under the Operative Documents, including without limitation the following:
(i) The debt evidenced by the Credit Agreement, as the same may be amended, modified or assigned from time to time executed by Grantor and Smithfield, payable to Beneficiary, with final payment being due as provided in the Credit Agreement, unless extended in accordance with the Credit Agreement, including, without limitation, principal, interest, late charges, fees and other amounts due with respect to the Obligations or this Instrument. This Deed of Trust secures all present and future loan disbursements made by the Beneficiary pursuant to the Credit Agreement, and all other sums from time to time owing to the Beneficiary pursuant to the Credit Agreement. The amount of the present disbursement secured hereby is One Hundred Million and NO/100 Dollars $100,000,000, and the maximum principal amount which may be secured hereby at any one time is One Hundred Fifty Million and NO/100 Dollars ($150,000,000.00). The time period within which such future disbursements are to be made is the period between the date hereof and the date fifteen (15) years from the date hereof. Disbursements secured hereby shall not be required to be evidenced by a “written instrument or notation” as described in Section 45-68(2) of the North Carolina General Statutes, it being the intent of the parties that the requirements of Section 45-68(2) for a “written instrument or notation” for each advance shall not be applicable to disbursements made under the Credit Agreement;
(ii) Any and all additional advances made by Beneficiary or the Trustee (a) to protect or preserve the Mortgaged Property or the lien hereof on the Mortgaged Property. ; (All b) to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Property; (c) for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Beneficiary for the enforcement and protection of the foregoing property Mortgaged Property or the lien of this Instrument; (d) for all legal fees, costs and rights other expenses incurred by Beneficiary by reason of any default or otherwise in connection with the Obligations; and interests now owned (e) as otherwise permitted pursuant to Article 7 of Chapter 45 of the North Carolina General Statutes (whether or held or subsequently acquired not the original Grantor remains the owner of the Mortgaged Property at the time of such advances). Should the Obligations secured by Mortgagor this Instrument be paid and described inperformed according to the tenor and effect thereof when the same shall become due and payable, and not excluded fromshould Grantor perform all covenants herein contained in a timely manner, then this Instrument shall be cancelled and surrendered upon the foregoing clauses (a) through (j) are collectively referred to as request and at the “Mortgaged Property”)expense of Grantor.
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Sources: Deed of Trust, Assignment of Leases and Security Agreement (Smithfield Foods Inc)