Property Mortgaged. Mortgagor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of Mortgagees, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor (collectively, the “Property”): (a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder; and (o) any and all other rights of Mortgagor in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) above.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Assignment of Leases and Rents (Ener1 Inc)
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and AgentLender, on behalf with power of Mortgagees, sale and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); ;
(b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; ;
(c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”); ;
(d) all easements, rights-of-rights of way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; ;
(e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; ;
(f) all leases and other agreements affecting providing for the use, enjoyment and/or occupancy of all or occupancy any portion of the Land and the Improvements heretofore or hereafter entered into, including a guaranty of any such lease (a “Lease” or “Leases”), in each case heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (), whether paid or accruing before or after the “Leases”) filing by or against Borrower of any petition for relief under the Bankruptcy Code, and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease)revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements Improvements, whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); Debt;
(g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; ;
(jh) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; Property;
(ki) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; ;
(lj) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; ;
(mk) the right, in the name and on behalf of MortgagorBorrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; ;
(nl) to all agreements (including, without limitation all Interest Rate Cap Agreements and Replacement Interest Rate Cap Agreements (as each such terms are defined in the extent permitted under applicable law, all agreementsNote), contracts, certificates, instruments, franchises, permits, licenses (including liquor licenses, to the extent assignable by Borrower), franchise agreements, license agreements, operating contracts, plans, specifications and other documentsdocuments and all management, service, supply and maintenance contracts and agreements and any other agreements, permits or contracts of any nature whatsoever, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, maintenance, administration, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof (collectively, the “Agreements”) and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default Event of Default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; ;
(m) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;
(n) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Borrower now has or hereafter acquires relating to the properties, rights, titles and interest referred to in this Section 1.1;
(o) all commercial tort claims Borrower now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.1;
(p) all reserves, escrows and deposit accounts maintained by Borrower with respect to the Property, including, without limitation, all accounts established or maintained pursuant to the Reserve Agreement (as defined in the Note), the Cash Management Agreement (as defined in the Note) or any other Loan Document, together with all deposits or wire transfers made to such accounts, and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time, and all proceeds, products, distributions, dividends and/or substitutions thereon and thereof;
(q) all documents, instruments, chattel paper and intangibles, as the foregoing terms are defined in the Uniform Commercial Code, and general intangibles relating to the Property;
(r) all proceeds of any of the foregoing, including, without limitation, proceeds of insurance and condemnation awards, whether in cash or in liquidation or other claims, or otherwise;
(s) all right, title, and interest of Borrower in and to all extensions, improvements, betterments, renewals, substitutions, and replacements of, and all additions and appurtenances to the Property, hereafter acquired by, or conveyed to, Borrower or constructed, assembled, or placed by Borrower upon the Land, immediately upon such acquisition, conveyance, construction, assembling or placement, as the case may be, and in each such case, without any further mortgage, conveyance, assignment, or other act by Borrower, shall become subject to the lien of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in the granting clause of this Security Instrument, but at any and all times Borrower will execute and deliver to Lender any and all such further assurances, mortgages, conveyances, or assignments thereof, as Lender may require for the purpose of expressly and specifically subjecting the same to the lien of this Security Instrument; and
(t) Any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (es) above.
Appears in 1 contract
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates to the extent the same are now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇a▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land Land, but excluding the manufactured homes located thereon (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts Debt (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorBorrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; (n) to the extent permitted under applicable lawassignment thereof is legally permissible, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (o) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (op) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (eo) above.
Appears in 1 contract
Sources: Mortgage Modification Agreement (Sun Communities Inc)
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, lender in, the following propertyProperty, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “"Property”'):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “"Land”"); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “"Improvements”"); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy courtesy and rights of curtesycourtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “"Personal Property”"), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “"Uniform Commercial Code”"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § ss. 101 et seq., as the same may be amended from time to time (the “"Bankruptcy Code”") (the “"Leases”") and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease)revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined)Debt; (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (jh) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitationimitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (ki) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (lj) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorBorrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; (nl) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (m) all tradenames, trademarks, service marks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (on) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (em) above.
Appears in 1 contract
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired acquired, by Mortgagor Borrower (collectively, the “"Property”"):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “"Land”"); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “"Improvements”"); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remaindersremainders thereof and thereto, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder; and (o) any and all other rights of Mortgagor in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) above.and
Appears in 1 contract
Sources: Open End Mortgage and Security Agreement (Cedar Shopping Centers Inc)
Property Mortgaged. Mortgagor Borrower, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration in hand paid, the receipt of which hereby is acknowledged, and the further consideration, uses, purposes and trusts herein set forth and declared, has granted, bargained, transferred, assigned, set-over and conveyed and by these presents does hereby irrevocably mortgage, grant, bargainbragain, sell, pledgetransfer, assign, warrant, transfer set-over and convey to Mortgagees unto Trustee and Agentunto its successors in the trust hereby created and its assigns, on behalf forever, all of Mortgageesthe Borrower’s right, title and interest in, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); ;
(b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; ;
(c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”); ;
(d) all easements, rights-of-rights of way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; ;
(e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; ;
(f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements Leases heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) Code and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements (the “Rents”) whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined)Debt; (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and and, collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” Leases; and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; ;
(ig) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; ;
(jh) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; Property;
(ki) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; ;
(mj) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower. thereunder;
(k) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and and
(ol) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (em) above.
Appears in 1 contract
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey with mortgage covenants to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”) described in the following paragraphs (a) through (p), inclusive (collectively, the “Granting Clauses”):
(a) the All that certain real property owned in fee simple absolute situated in the City of Fayetteville, Washington County, Arkansas, and more particularly described in Exhibit A attached hereto and made a part hereof (incorporated herein by this reference, as the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇description of such property may be amended, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land and the development of the Land and all additional lands and estates therein which may, modified or supplemented from time to time, by supplemental mortgage or otherwise be expressly made subject to together with all of the lien of this Security Instrument; easements (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”in gross and/or appurtenant); (d) all easements, rights-of-way or use, rightsway, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waterwaters, water courses, water rights, air rights, development rights and powers, and located on the real estate described on Exhibit A or under, above or adjacent to the same or any part or parcel thereof, and all rights, privileges, franchises, tenements, hereditaments, and appurtenances and additions now or hereafter belonging or in any way appertaining thereto, and all of the estate, right, title, interest, claim and demand whatsoever of Borrower in or to such property, either at law or in equity, in possession or in expectancy, now owned or hereafter acquired (collectively, the “Real Estate”);
(b) All structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Real Estate, including, without limitation, those improvements known as The District Student Housing Apartments, including, without limitation, all gas and electric fixtures, radiators, heaters, washing machines, dryers, refrigerators, ovens, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, antennas, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to, contained in or used in connection with the Real Estate or said buildings, structures or improvements and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof (collectively, the “Improvements”);
(c) To the extent the same are not Improvements, all fixtures, appliances, machinery, furniture, furnishings, decorations, tools and supplies, now owned or hereafter acquired or leased by Borrower, including, without limitation, radios, televisions, carpeting, telephones, cash registers, computers, lamps, glassware, restaurant and kitchen equipment, and all building materials and equipment hereafter situated on or about the Real Estate to be attached to or used in or in connection with the Improvements, including, without limitation, all heating, lighting, incinerating, waste removal and power equipment and fixtures, engines, pipes, tanks, motors, conduits, switchboards, security and alarm systems, plumbing, lifting, cleaning, fire prevention and fire extinguishing apparatus, refrigeration systems, washing machines, dryers, stoves, ranges, refrigerators, ventilating, and communications apparatus, air cooling and air conditioning apparatus, escalators, elevators, ducts and compressors, materials and supplies and all other goods, equipment, machinery, apparatus, chattels, tangible personal property, fixtures and fittings now owned or hereafter acquired by Borrower wherever located, together with all additions, replacements, substitutions, parts, fittings, accessions, attachments, accessories, modifications and alterations of any of the foregoing, and all warranties and guaranties relating to the foregoing (collectively, the “Personal Property”);
(d) All minerals, flowers, shrubs, crops, trees, timber and other emblements or landscaping features now or hereafter serving the Real Estate or located on the Real Estate or under, above or adjacent to the same or any part or parcel thereof;
(e) All water, ditches, ▇▇▇▇▇, reservoirs and drains and all water, ditch, well, reservoir and drainage rights which are appurtenant to, located on, under or above or used in connection with the Real Estate or the Improvements, or any part thereof, whether now existing or hereafter created or acquired;
(f) All funds (including, all reserve funds), accounts (including, operating accounts), deposits, and other rights and development rightsevidence of rights to cash, now or hereafter created or held by Lender pursuant to this Security Instrument or any other of the Loan Documents (as hereinafter defined), including, without limitation, all funds now or hereafter on deposit with the Depository (as hereinafter defined) pursuant to Section 2.8, Section 2.16, Article XI or as otherwise required pursuant to this Security Instrument;
(g) All the ground leases, leases, subleases, lettings, licenses, concessions, occupancy and surrender agreements of the Real Estate or the Improvements now or hereafter entered into, and all estates, rights, titles, interestsliberties, privileges, liberties, servitudesinterests, tenements, hereditaments and appurtenances of any nature appurtenances, reversions and remainders whatsoever, in any way now or hereafter belonging, relating or pertaining appertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of Real Estate or any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishingsor which shall in any way belong, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, relate or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or be appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever whether now owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements acquired by Borrower (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all rightrents (whether denoted as advance rent, title minimum rent, percentage rent, additional rent or otherwise), maintenance payments, assessments, receipts, issues, income, royalties, profits, earnings, revenues, proceeds, bonuses, deposits (whether denoted as security deposits or otherwise), lease termination fees or payments, rejection damages, buy-out fees and interest any other fees made or to be made in lieu of Mortgagorrent, its successors any award made hereafter to Borrower in any court proceeding involving any tenant, subtenant, lessee, licensee or concessionaire under any Leases in any bankruptcy, insolvency or reorganization proceedings in any state or federal court, and assigns therein all other payments, rights and thereunderbenefits of whatever nature from time to time arising from the use or enjoyment of all or any portion of the Real Estate or the Improvements or from any Lease, or any license, concession, occupancy agreement or other agreement pertaining thereto or arising from any of the Contracts (as hereinafter defined) or any of the General Intangibles (as hereinafter defined), including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) rights to payment earned under Leases for space in the Improvements for the operation of ongoing businesses, if any, and (ii) all awards other income, consideration, issues, accounts, profits or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether benefits of any nature arising from the exercise ownership, possession, use or operation of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, all revenues, receipts, income, receivables and accounts relating to or arising from rentals, rent equivalent income, income and profits from vending machines, telephone and television systems, laundry facilities (collectively, the right “Rents and Profits”) and all cash or securities deposited to receive secure performance by the tenants, subtenants, lessees or licensees, as applicable, of their obligations under any such Leases, whether said cash or securities are to be held until the expiration of the terms of said Leases or applied to one or more of the installments of rent coming due prior to the expiration of said terms;
(h) All contracts and apply agreements (including any license or franchise agreements) now or hereafter entered into relating to any part of the proceeds Real Estate or the Improvements or any other portion of the Property (collectively, the “Contracts”) and all revenue, income and other benefits thereof, including, without limitation, management agreements, operating agreements, parking agreements, masterplan documents, condominium documents, declarations, reciprocal easement agreements, development agreements, service contracts, maintenance contracts, equipment leases, personal property leases, agreements relating to collection of receivables or the use of customer or tenant lists or other information, and any contracts or documents relating to construction on any part of the Real Estate or the Improvements or other portions of the Property (including, without limitation, plans, drawings, surveys, tests, reports, bonds and governmental approvals) or to the management or operation of any insurancepart of the Real Estate or the Improvements;
(i) All present and future monetary deposits given to any public or private utility with respect to utility services furnished to any part of the Real Estate or the Improvements;
(j) All present and future funds, judgmentsgoods, accounts, instruments, accounts receivable, documents, causes of action, claims, general intangibles (including, without limitation, copyrights, trademarks, trade names, intellectual property rights, servicemarks and symbols) now or settlements made hereafter used in lieu thereofconnection with any part of the Real Estate or the Improvements, for damage all names by which the Real Estate or the Improvements may be operated or known, all rights to carry on business under such names, and all rights, interest and privileges which Borrower has or may have as developer or declarant under any covenants, restrictions or declarations now or hereafter relating to the Real Estate or the Improvements and all notes or chattel paper now or hereafter arising from or by virtue of any transactions related to the Real Estate or the Improvements, and all customer or tenant lists, other lists and business information relating in any way to the Real Estate, the Improvements, other portions of the Property in accordance with or the terms hereof; use thereof (collectively, the “General Intangibles”);
(k) all refundsAll water taps, rebates sewer taps, certificates of occupancy, permits (including any building permits and approvals), licenses, franchises, certificates, consents, approvals and other rights and privileges now or credits hereafter obtained in connection with a reduction in real estate taxes the Real Estate or the Improvements and assessments charged against all present and future warranties and guaranties relating to the Property as a result Improvements or to any equipment, fixtures, furniture, furnishings, personal property or components of tax certiorari any of the foregoing now or any applications hereafter located or proceedings for reduction; installed on the Real Estate or the Improvements;
(l) All building materials, supplies and equipment now or hereafter placed on the Real Estate or in the Improvements, or to be attached to or used in connection with the Improvements, and all architectural renderings, models, drawings, plans, specifications, studies and data now or hereafter relating to the Real Estate or the Improvements;
(m) All right, title and interest of Borrower in any insurance policies or binders now or hereafter relating to and to the extent of the Property (whether or not Borrower is required to carry such insurance by Lender hereunder), including, without limitation, any unearned premiums thereon, proceeds of hazard, title and other insurance and proceeds (including, without limitation, those proceeds received pursuant to any sales or rental agreements of Borrower in respect of the property described in these Granting Clauses), and all judgments, damages, awards, settlements and compensation (including, without limitation, interest thereon) heretofore or hereafter made to the present and all subsequent owners of the Real Estate and/or any other property or rights conveyed or encumbered hereby for any injury to or decrease in the value thereof for any reason;
(n) All proceeds, products, substitutions, and accessions (including claims and demands therefor) 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, into cash any awards for any change of grade of streets and all refunds, rights or liquidation claims; credits arising from a reduction in real estate taxes, assessments and/or other Impositions (mas hereinafter defined) charged against the right, Real Estate or the Improvements as a result of tax certiorari or any other applications or proceedings for reduction of any Impositions;
(o) All other or greater rights and interests of every nature in the name Real Estate or the Improvements and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; possession or use thereof and income therefrom, whether now owned or hereafter acquired by Borrower;
(np) to All extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the extent permitted under applicable lawforegoing, and all agreementsinventory, contractsaccounts, certificateschattel paper, documents, instruments, franchisesequipment, permitsfixtures, licensesfarm products, plansconsumer goods, specifications general intangibles and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation property of any nature constituting proceeds acquired with proceeds of any of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunderproperty described hereinabove; and and
(oq) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections clauses (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (ep) above.
Appears in 1 contract
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
): (a) the real property described in Exhibit A “A” attached hereto and made a part hereof (the “Land”); (b) all ▇a▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues revenues, (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts Debt (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” ’’ and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including including, but not limited to to, any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorBorrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (o) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (op) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e0) above.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Secured Investment Resources Fund Lp Ii)
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates to the extent the same are now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land Land, but excluding the manufactured homes located thereon (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts Debt (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorBorrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; (n) to the extent permitted under applicable lawassignment thereof is legally permissible, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (o) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (op) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (eo) above.
Appears in 1 contract
Sources: Security Agreement
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “"Property”):
"): (a) the Florida real property described in Exhibit A A, and the North Carolina and Idaho real property described on Exhibit B, each attached hereto and made a part hereof (the “"Land”"); (b) all ▇▇▇▇addi▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇ development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “"Improvements”"); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “"Personal Property”"), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “"Uniform Commercial Code”"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor including a guaranty of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time such lease (the “Bankruptcy Code”) (the “a "Lease" or "Leases”") and all right, title and interest of MortgagorBorrower, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder; and (o) any and all other rights of Mortgagor in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) above.and
Appears in 1 contract
Sources: Mortgage and Security Agreement (Entertainment Properties Trust)
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates to the extent the same are now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇additional lands, ▇▇▇▇▇▇▇ estates and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land Land, but excluding the manufactured homes located thereon (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of MortgagorB▇▇▇▇▇▇▇, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts Debt (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorB▇▇▇▇▇▇▇, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee Lender in the Property; (n) to the extent permitted under applicable lawassignment thereof is legally permissible, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (o) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (op) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (eo) above.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Sun Communities Inc)
Property Mortgaged. To secure payment of the Indebtedness and performance of Mortgagor’s obligations to Mortgagee under the Loan Documents, Mortgagor does hereby irrevocably mortgagemortgages, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of Mortgageesgrants, and grant a security conveys to Mortgagee all of the rights and interest which Mortgagor now has or will acquire with regard to each Mortgagee and Agent, on behalf of Mortgagees, in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor property (collectively, together the “Property”):
(a) a. the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) Mortgaged Premises;
b. all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements structures and other improvements now or hereafter erected or located on the Land (Mortgaged Premises and all rights of way, easements and appurtenances;
c. all fixtures, machinery, equipment and other articles of real, personal or mixed property of Mortgagor attached to, situate or installed in or upon, or used in the “Improvements”)operation or maintenance of, the Mortgaged Premises or any plant or business situated thereon, whether or not such real, personal or mixed property is or shall be affixed to the same, and all replacements, substitutions, accretions and proceeds of the foregoing, including all furnishings, furniture, and appliances; (d) machinery and equipment of any kind whatsoever; and all easementsparts, fittings, accessories, accessions, substitutions and replacements thereof;
d. all leases, licenses, occupancy agreements or agreements to lease all or any part of the Mortgaged Premises and all extensions, renewals, amendments, and modifications thereof, and any options, rights of first refusal, or guarantees relating thereto; all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, and payments of any kind payable under the leases or otherwise arising from the Mortgaged Premises; all contract rights-of-way , accounts receivable and general intangibles relating to the Mortgaged Premises or the use, rightsoccupancy, strips maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and gores of landdeposits, streetsbuilding service contracts, waysmaintenance contracts, alleysconstruction contracts, passages, sewer rights, water, water courses, water rights and powers, air rights and development rightsarchitect’s agreements, and plans and specifications; all warranties and guaranties; and all permits, licenses and approvals;
e. all estates, rights, titles, interests, privileges, libertieseasements, servitudes, tenements, hereditaments and appurtenances of any nature whatsoeverkind benefiting the Mortgaged Premises; all means of access to and from the Mortgaged Premises, in whether public or private; all water and mineral rights; and all rights of Mortgagor as declarant under any way now declaration of condominium or hereafter belonging, relating or pertaining association applicable to the Land and the Improvements and the reversion and reversions, remainder and remainders, and Mortgaged Premises; and
f. all land lying in the bed “Proceeds” of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any of the Personal Property Property, which may be subject to shall additionally include whatever is received upon the use, lease, sale, exchange, collection, or other utilization or any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where disposition of any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversionMortgaged Premises, voluntary or involuntary, of any of the foregoing includingwhether cash or noncash, without limitation, including proceeds of insurance and condemnation awards, into cash rental or liquidation claims; (m) the rightlease payments, in the name and on behalf of Mortgagoraccounts, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificateschattel paper, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered intocontract rights, general intangibles, equipment and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder; and (o) any and all other rights of Mortgagor in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) aboveinventory.
Appears in 1 contract
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates to the extent the same are now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇additional lands, ▇▇▇▇▇▇▇ estates and development rights hereafter acquired by Mortgagor and reasonably necessary Borrower for the current use of in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land Land, but excluding the manufactured homes located thereon (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by MortgagorBorrower, or in which Mortgagor Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of MortgagorB▇▇▇▇▇▇▇, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor Borrower of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts Debt (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor Borrower as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereofProperty; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of MortgagorB▇▇▇▇▇▇▇, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee L▇▇▇▇▇ in the Property; (n) to the extent permitted under applicable lawassignment thereof is legally permissible, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Mortgagor Borrower therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor Borrower thereunder; (o) all tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property; and (op) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (eo) above.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Sun Communities Inc)
Property Mortgaged. Mortgagor That for and in consideration of the sum of TEN AND 00/100 DOLLARS and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
(A) Owner does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagees and Agent, on behalf of MortgageesMortgagee, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, in, the fee simple estate of Owner, now owned or hereafter acquired in and to the Land, subject to the Permitted Liens];
(B) Ground Lessee does hereby irrevocably grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagee, and grant a security interest to Mortgagee in, the Ground Lease and the leasehold estate created thereby (the “Leasehold Estate”), subject to the Permitted Liens; and]
(C) Operating Lessee does hereby irrevocably grant, bargain, sell, pledge, assign, warrant, transfer and convey to Mortgagee, and grant a security interest to Mortgagee in, the Operating Lease and the subleasehold estate created thereby in the Land, subject to the Permitted Liens;] TOGETHER WITH, in the case of each of [Owner, Ground Lessee and Operating Lessee], all right, title, interest and the estate of each of the Mortgagors now owned or hereafter acquired in and to the following property, rights, interests and estates now owned(the foregoing property, or hereafter acquired by Mortgagor (collectivelyrights, interests and estates, together with the following property, rights, interests and estates being hereinafter collectively referred to as the “Property”):
(a) the real property described in Exhibit A attached hereto and made a part hereof (the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land [Ground Lease. The Ground Lease and the development of the Land and Leasehold Estate, including all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structures, fixtures, additions, enlargements, extensionsassignments, modifications, repairs, replacements extensions and improvements now or hereafter erected or located on renewals of the Land (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, Ground Lease and all estatescredits, rightsdeposits, titlesoptions, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower privileges and rights of dowerGround Lessee as tenant under the Ground Lease, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, the right, if any, to renew or extend the Ground Lease for a succeeding term or terms, and also including all heatingthe right, air conditioningtitle, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, claim or demand whatsoever of Ground Lessee either in law or in which Mortgagor has equity, in possession or shall have an interestexpectancy, now of, in and to Ground Lessee’s right, as tenant under the Ground Lease, to elect under the Bankruptcy Code to terminate or hereafter located upon treat the Land and Ground Lease as terminated or to consent to the Improvements, or appurtenant thereto, and usable transfer of Owner’s interest in connection with the present or future operation and occupancy of the Land and the Improvements free and all building equipmentclear of the Ground Lease under Section 363 of the Bankruptcy Code in the event of (i) the bankruptcy, materials reorganization or insolvency of Owner, and supplies (ii) (A) the rejection of any nature whatsoever owned the Ground Lease by MortgagorOwner, as debtor in possession, or by a trustee for Owner, pursuant to Section 365 of the Bankruptcy Code or (B) any attempt by Owner, as debtor in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvementspossession, or appurtenant theretoby a trustee for Owner, or usable to transfer Owner’s interest in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any under Section 363 of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunder, including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation claims; (m) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunder; and (o) any and all other rights of Mortgagor in and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) above.;]
Appears in 1 contract
Sources: Mortgage, Fixture Filing and Security Agreement (FelCor Lodging Trust Inc)
Property Mortgaged. Mortgagor does hereby irrevocably mortgageTo secure to the Mortgagee (i) the repayment of all sums due under this Mortgage, grantthe LSA, bargainthe Guaranty, sellthe Note (and all extensions, pledgerenewals, assignreplacements and modifications thereof) and the other Loan Documents; (ii) the performance of all of the Mortgagor's obligations under the terms of this Mortgage, warrantthe Guaranty, transfer and convey to Mortgagees and Agentthe Note, on behalf of Mortgageesthe LSA, and grant a security interest the other Loan Documents; and (iii) ALL OBLIGATIONS OF THE MORTGAGOR AND BORROWER TO THE MORTGAGEE, WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL OR NOW OR HEREAFTER EXISTING, including without limitation the Guaranty (subsections 2 (i), (ii) and (iii) are collectively referred to each Mortgagee and Agent, on behalf of Mortgagees, inas the "Liabilities"), the following propertyMortgagor hereby mortgages, rights, grants and conveys to the Mortgagee all of the rights and interests and estates which the Mortgagor now owned, has or hereafter acquired by Mortgagor will acquire with regard to the property described in Sections 2.1 through 2.8 below (collectively, the “Property”):"Mortgaged Premises").
(a) 2.1 All of the real property land located in the State of New Jersey and more particularly described in Exhibit A accordance with a legal description attached hereto and made as Schedule "A". This is a part hereof (FIRST LIEN fee mortgage on the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Mortgaged Premises.
2.2 All tenements, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings, structuresimprovements, fixtureshereditaments, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”); (d) all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments easements and appurtenances of any nature whatsoeverwhatsoever belonging, benefiting or in any way now or hereafter belonging, relating or pertaining appertaining to the Land and the Improvements and the reversion and reversions, remainder and remaindersMortgaged Premises, and all land lying in the bed of any street, road road, or avenue, opened open or proposed, in front of or adjoining the Land, Mortgaged Premises to the center line thereof thereof.
2.3 All furniture, fixtures, equipment and all the estates, rights, titles, interests, dower and rights other articles of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishings, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) personal property owned by Mortgagor, or in which the Mortgagor has or shall have an interest, and now or hereafter located upon the Land and the Improvementsattached to or used in connection with, or appurtenant thereto, and usable in connection with the present or future operation of, any improvements located on the Mortgaged Premises, as to which this Mortgage constitutes a security agreement under the New Jersey Uniform Commercial Code (the "Code") in addition to and occupancy of the Land and the Improvements and all building equipment, materials and supplies not in lieu of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon other security agreement between the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the “Uniform Commercial Code”), superior in lien to the lien of this Security Instrument and all proceeds and products of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunderparties, including, without limitation, cash all building supplies and materials, furniture, fixtures and equipment, machinery, generators, partitions, elevators, steam and hot water boilers, heating, air conditioning equipment, lighting and power plants, fuel oil burning apparatus, pipes, plumbing, radiators, sinks, bath tubs, water closets, refrigerators, gas and electrical fixtures, sprinkler systems or securities deposited thereunder other fire prevention or extinguishing apparatus and materials, including all accessories, additions, substitutions and replacements thereof, all of which shall be deemed to secure be and remain and form a part of the performance Mortgaged Premises and are covered by the lessees lien of their obligations thereunder this Mortgage. If the lien of this Mortgage shall be subject to a conditional ▇▇▇▇ of sale, chattel Mortgage, or other security interest covering any such property, then all the right, title, and interest of the Mortgagor in and to such property, together with the benefits of any deposits or payments now or hereafter made thereon, are and shall be covered by the lien of this Mortgage.
2.4 Any and all awards, damages, payments 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, improvements, injury or destruction in any manner caused to the Mortgaged Premises thereon, or any part thereof.
2.5 All the rents, additional rentsincomes, revenues (includingprofits, but not limited torevenues, royalties, bonuses, rights, accounts, contract rights, general intangibles and benefits under any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale leases or other disposition tenancies now existing or hereafter created of the Leases and Mortgaged Premises or any part thereof with the right to receive and apply the Rents same to the Liabilities, and Mortgagee may demand, ▇▇▇ for and recover such payment but shall not be required to do so.
2.6 The right, in the name and on behalf of the Debts (as hereinafter defined); (g) Mortgagor, to appear in any and all lease guaranties, letters of credit and defend any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) all awards action or payments, including interest thereon, which may heretofore and hereafter be made proceeding brought with respect to the Property, whether from Mortgaged Premises and to commence any action or proceeding to protect the exercise interest of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease Mortgagee in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property in accordance with the terms hereof; (k) all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction; (l) all Mortgaged Premises.
2.7 All proceeds of the conversion, voluntary or involuntary, of any of the foregoing including, without limitation, proceeds of insurance and condemnation awards, into cash or liquidation liquidated claims; (m) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; (n) to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all .
2.8 All right, title and interest of Mortgagor therein in and thereunderto all extensions, includingimprovements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Premises, hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor on the Mortgaged Premises, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without limitationany further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the rightlien hereof as fully and completely, upon and with the happening of any default hereundersame effect, to receive as though now owned by Mortgagor and collect any sums payable to Mortgagor thereunder; and (o) specifically described herein, but at any and all other rights times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the purpose of Mortgagor in expressly and specifically subjecting the same to the lien of t his Mortgage. TO HAVE AND TO HOLD the above granted and described Mortgaged Premises unto and to the items set forth in Subsections (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds proper use and benefit of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereofMortgagee, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (e) aboveits successors and assigns, Forever.
Appears in 1 contract
Sources: First Mortgage and Security Agreement (Ace Gaming LLC)
Property Mortgaged. Mortgagor Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey with mortgage covenants to Mortgagees and Agent, on behalf of MortgageesLender, and grant a security interest to each Mortgagee and Agent, on behalf of Mortgagees, Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Mortgagor Borrower (collectively, the “"Property”") described in the following paragraphs (a) through (p), inclusive (collectively, the "Granting Clauses"):
(a) the All that certain real property owned by Borrower in fee simple absolute situated in [_______________], and more particularly described in Exhibit A attached hereto and made a part hereof (incorporated herein by this reference, as the “Land”); (b) all ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇description of such property may be amended, ▇▇▇▇▇▇▇ and development rights hereafter acquired by Mortgagor and reasonably necessary for the current use of the Land and the development of the Land and all additional lands and estates therein which may, modified or supplemented from time to time, by supplemental mortgage or otherwise be expressly made subject to together with all of the lien of this Security Instrument; easements (c) the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (the “Improvements”in gross and/or appurtenant); (d) all easements, rights-of-way or use, rightsway, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waterwaters, water courses, water rights, air rights, development rights and powers, and located on the real estate described on Exhibit A or under, above or adjacent to the same or any part or parcel thereof, and all rights, privileges, franchises, tenements, hereditaments, and appurtenances and additions now or hereafter belonging or in any way appertaining thereto, and all of the estate, right, title, interest, claim and demand whatsoever of Borrower in or to such property, either at law or in equity, in possession or in expectancy, now owned or hereafter acquired (collectively, the "Real Estate");
(b) All structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Real Estate, including, without limitation, those improvements known as [_____________], including, without limitation, but only to the extent of Borrower's interest therein, all gas and electric fixtures, radiators, heaters, washing machines, dryers, refrigerators, ovens, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, antennas, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to, contained in or used in connection with the Real Estate or said buildings, structures or improvements and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof (collectively, the "Improvements");
(c) To the extent the same are not Improvements, all fixtures, appliances, machinery, furniture, furnishings, decorations, tools and supplies, now owned or hereafter acquired by Borrower, including, without limitation, radios, televisions, carpeting, telephones, cash registers, computers, lamps, glassware, restaurant and kitchen equipment, and all building materials and equipment hereafter situated on or about the Real Estate to be attached to or used in or in connection with the Improvements, including, without limitation, all heating, lighting, incinerating, waste removal and power equipment and fixtures, engines, pipes, tanks, motors, conduits, switchboards, security and alarm systems, plumbing, lifting, cleaning, fire prevention and fire extinguishing apparatus, refrigeration systems, washing machines, dryers, stoves, ranges, refrigerators, ventilating, and communications apparatus, air cooling and air conditioning apparatus, escalators, elevators, ducts and compressors, materials and supplies and all other goods, equipment, machinery, apparatus, chattels, tangible personal property, fixtures and fittings, to the extent now owned or hereafter acquired by Borrower wherever located, together with all additions, replacements, substitutions, parts, fittings, accessions, attachments, accessories, modifications and alterations of any of the foregoing, and all warranties and guaranties relating to the foregoing (collectively, the "Personal Property");
(d) All minerals, flowers, shrubs, crops, trees, timber and other emblements or landscaping features owned by Borrower and now or hereafter serving the Real Estate or located on the Real Estate or under, above or adjacent to the same or any part or parcel thereof;
(e) All water, ditches, ▇▇▇▇▇, reservoirs and drains and all water, ditch, well, reservoir and drainage rights which are appurtenant to, located on, under or above or used in connection with the Real Estate or the Improvements, or any part thereof, whether now existing or hereafter created or acquired;
(f) All funds (including, all reserve funds), accounts (including, operating accounts), deposits, and other rights and development rightsevidence of rights to cash, now or hereafter created or held by Lender pursuant to that certain Loan Agreement, dated as of the date hereof, by and among Borrower, certain other Borrower parties thereto, and Lender, as the same may be amended, modified, supplemented or restated from time to time (the "Loan Agreement") or any other of the Loan Documents (as defined in the Loan Agreement), including, without limitation, all funds now or hereafter on deposit with the Depository (as defined in the Loan Agreement);
(g) All the ground leases, leases, subleases, lettings, licenses, concessions, occupancy and surrender agreements of the Real Estate or the Improvements now or hereafter entered into, and all estates, rights, titles, interestsliberties, privileges, liberties, servitudesinterests, tenements, hereditaments and appurtenances of any nature appurtenances, reversions and remainders whatsoever, in any way now or hereafter belonging, relating or pertaining appertaining to the Land and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of Real Estate or any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (e) all furnishingsor which shall in any way belong, machinery, equipment, fixtures (including, but not limited to, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) owned by Mortgagor, relate or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or be appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever whether now owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Land and the Improvements acquired by Borrower (collectively, the “Personal Property”"Leases") and all rents (whether denoted as advance rent, minimum rent, percentage rent, additional rent or otherwise), maintenance payments, assessments, receipts, issues, income, royalties, profits, earnings, revenues, proceeds, bonuses, deposits (whether denoted as security deposits or otherwise), lease termination fees or payments, rejection damages, buy-out fees and the rightany other fees made or to be made in lieu of rent, title and interest of Mortgagor any award made hereafter to Borrower in and to any of the Personal Property which may be subject to court proceeding involving any security intereststenant, as defined subtenant, lessee, licensee or concessionaire under any Leases in the Uniform Commercial Codeany bankruptcy, as adopted and enacted by the insolvency or reorganization proceedings in any state or states where any of the Property is located (the “Uniform Commercial Code”)federal court, superior in lien to the lien of this Security Instrument and all proceeds other payments, rights and products benefits of the above; (f) all leases and other agreements affecting the use, enjoyment or occupancy of the Land and the Improvements heretofore or hereafter entered into, whether before or after the filing by or against Mortgagor of any petition for relief under 11 U.S.C. § 101 et seq., as the same may be amended whatever nature from time to time arising from the use or enjoyment of all or any portion of the Real Estate or the Improvements or from any Lease, or any license, concession, occupancy agreement or other agreement pertaining thereto or arising from any of the Contracts (as hereinafter defined) or any of the “Bankruptcy Code”) General Intangibles (the “Leases”) and all right, title and interest of Mortgagor, its successors and assigns therein and thereunderas hereinafter defined), including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues (including, but not limited to, any payments made by tenants under the Leases in connection with the termination of any Lease), issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Mortgagor of any petition for relief under the Bankruptcy Code (the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debts (as hereinafter defined); (g) any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty” and collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases (individually, a “Lease Guarantor” and collectively, the “Lease Guarantors”); (h) all rights, powers, privileges, options and other benefits of Mortgagor as lessor under the Leases and beneficiary under all Lease Guaranties; (i) rights to payment earned under Leases for space in the Improvements for the operation of ongoing businesses, if any, and (ii) all awards other income, consideration, issues, accounts, profits or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether benefits of any nature arising from the exercise ownership, possession, use or operation of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; (j) all proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, all revenues, receipts, income, receivables and accounts relating to or arising from rentals, rent equivalent income, income and profits from vending machines, telephone and television systems, laundry facilities (collectively, the right "Rents and Profits") and all cash or securities deposited to receive secure performance by the tenants, subtenants, lessees or licensees, as applicable, of their obligations under any such Leases, whether said cash or securities are to be held until the expiration of the terms of said Leases or applied to one or more of the installments of rent coming due prior to the expiration of said terms;
(h) Borrower's interest in all contracts and apply agreements (including any license or franchise agreements) now or hereafter entered into relating to any part of the proceeds Real Estate or the Improvements or any other portion of the Property (collectively, the "Contracts") and all revenue, income and other benefits thereof, including, without limitation, management agreements, operating agreements, parking agreements, masterplan documents, condominium documents, declarations, reciprocal easement agreements, development agreements, service contracts, maintenance contracts, equipment leases, personal property leases, agreements relating to collection of receivables or the use of customer or tenant lists or other information, and any contracts or documents relating to construction on any part of the Real Estate or the Improvements or other portions of the Property (including, without limitation, plans, drawings, surveys, tests, reports, bonds and governmental approvals) or to the management or operation of any insurancepart of the Real Estate or the Improvements;
(i) Borrower's interest in all present and future monetary deposits given to any public or private utility with respect to utility services furnished to any part of the Real Estate or the Improvements;
(j) Borrower's interest in all present and future funds, judgmentsgoods, accounts, instruments, accounts receivable, documents, causes of action, claims, general intangibles (including, without limitation, copyrights, trademarks, trade names, intellectual property rights, servicemarks and symbols) now or settlements made hereafter used in lieu thereofconnection with any part of the Real Estate or the Improvements, for damage all names by which the Real Estate or the Improvements may be operated or known, all rights to carry on business under such names, and all rights, interest and privileges which Borrower has or may have as developer or declarant under any covenants, restrictions or declarations now or hereafter relating to the Real Estate or the Improvements and all notes or chattel paper now or hereafter arising from or by virtue of any transactions related to the Real Estate or the Improvements, and all customer or tenant lists, other lists and business information relating in any way to the Real Estate, the Improvements, other portions of the Property in accordance with or the terms hereof; use thereof (collectively, the "General Intangibles");
(k) Borrower's interest in all refundswater taps, rebates sewer taps, certificates of occupancy, permits (including any building permits and approvals), licenses, franchises, certificates, consents, approvals and other rights and privileges now or credits hereafter obtained in connection with a reduction in real estate taxes the Real Estate or the Improvements and assessments charged against all present and future warranties and guaranties relating to the Property as a result Improvements or to any equipment, fixtures, furniture, furnishings, personal property or components of tax certiorari any of the foregoing now or any applications hereafter located or proceedings for reduction; installed on the Real Estate or the Improvements;
(l) To the extent owned by Borrower, or Borrower's interest in, all building materials, supplies and equipment now or hereafter placed on the Real Estate or in the Improvements, or to be attached to or used in connection with the Improvements, and all architectural renderings, models, drawings, plans, specifications, studies and data now or hereafter relating to the Real Estate or the Improvements;
(m) All right, title and interest of Borrower in any insurance policies or binders now or hereafter relating to and to the extent of the Property (whether or not Borrower is required to carry such insurance by Lender hereunder), including, without limitation, any unearned premiums thereon, proceeds of hazard, title and other insurance and proceeds (including, without limitation, those proceeds received pursuant to any sales or rental agreements of Borrower in respect of the property described in these Granting Clauses), and all judgments, damages, awards, settlements and compensation (including, without limitation, interest thereon) heretofore or hereafter made to the present and all subsequent owners of the Real Estate and/or any other property or rights conveyed or encumbered hereby for any injury to or decrease in the value thereof for any reason;
(n) Borrower's interest in all proceeds, products, substitutions, and accessions (including claims and demands therefor) 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, into cash any awards for any change of grade of streets and all refunds, rights or liquidation claims; credits arising from a reduction in real estate taxes, assessments and/or other Impositions (mas hereinafter defined) charged against the right, Real Estate or the Improvements as a result of tax certiorari or any other applications or proceedings for reduction of any Impositions;
(o) All other or greater rights and interests of every nature in the name Real Estate or the Improvements and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of each Mortgagee in the Property; possession or use thereof and income therefrom, whether now owned or hereafter acquired by Borrower;
(np) All extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing, and all inventory, accounts, chattel paper, documents, instruments, equipment, fixtures, farm products, consumer goods, general intangibles and other property of any nature constituting proceeds acquired with proceeds of any of the property described hereinabove, but only to the extent permitted under applicable law, all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Mortgagor thereunderBorrower's interest; and and
(oq) any and all other rights of Mortgagor Borrower in and to the items set forth in Subsections clauses (a) through (n) above. Notwithstanding the foregoing, the Property shall not include any items under clause (e) above that are acquired after the date hereof that are (i) not purchased with the proceeds of the sale of any such existing items described in clause (e) above or (ii) acquired in connection with the production of goods for sale in the course of Mortgagor’s business conducted on the Land as of the date hereof, other that such items that are purchased with the proceeds of the sale of any such existing items described in clause (ep) above.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Global Self Storage, Inc.)