Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 8 contracts
Sources: Mortgage (Lightstone Value Plus Real Estate Investment Trust, Inc.), Mortgage (Lightstone Value Plus Real Estate Investment Trust, Inc.), Mortgage (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, constitutes a security interest in agreement under the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject with respect to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements Chattels and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part other of the Mortgaged Property which now is personal property. Mortgagor agrees that it will not terminate or hereafter constitute “fixtures” under amend any financing statements filed in connection with the Uniform Commercial CodeLoan without Mortgagee’s prior consent. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in In addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Collateral Chattels and such other personal property and make it the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the its interest in the Collateral Chattels and such other personal property and in enforcing the its rights hereunder with respect to the Collateralthereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, action shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateralsuch sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the Debt indebtedness secured hereby in such priority order and proportions as Mortgagee in its discretion shall deem properappropriate. In This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the event Mortgaged Property and is to be filed for record in the real estate records of each county where any change in name, identity or structure part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms other Mortgaged Property as are necessary to maintain the priority of Mortgagee’s lien upon and which a security interest in the Collateral, and shall pay all expenses and fees in connection with may be perfected by the filing of a financing statement and recording thereof. If Mortgagee shall require the may be filed as such in any appropriate filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, other reproduction of this Mortgage and or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the other Loan Documentspurposes referred to in this Section. Mortgagor hereby irrevocably appoints authorizes Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure at any time and from time to do so within five (5) Business Days after request by Mortgagee, time to file with any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the appropriate public office on its behalf any financing or other statements signed only by Mortgageevalidity, as Mortgagor’s attorney-in-fact, perfection and priority of the security interests granted in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 6 contracts
Sources: Mortgage (Taubman Centers Inc), Mortgage (Taubman Centers Inc), Mortgage (Taubman Centers Inc)
Security Agreement. This Mortgage is both Security Instrument constitutes a real property mortgage and a “security agreement” within financing statement and, to the meaning extent required under UCC ss.9-402(f) because portions of the Uniform Commercial CodeProperty may constitute fixtures, this Security Instrument is to be filed in the office where a mortgage for the Land would be recorded. The Mortgaged Lender also shall be entitled to proceed against all or portions of the Property includes both real and personal property and all other in accordance with the rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”remedies available under UCC ss.9-501(d). Mortgagor hereby agrees to execute and deliver to MortgageeBorrower is, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of this Security Instrument, deemed to be the Uniform Commercial Code Debtor, and Lender is deemed to be the Secured Party, as those terms are defined and used in the UCC. Borrower agrees that the Indebtedness and Obligations secured by this Security Instrument are further secured by security interests in all of Borrower's right, title and interest in and to fixtures, equipment, and other property covered by the UCC, if any, which are used upon, in, or about the Property (or any part) or which are used by Borrower or any other person in connection with the Property. Borrower grants to Lender a valid and effective first priority security interest, subject to all existing Liens and encumbrances, in all of Borrower's right, title and interest in and to such personal property (but only to the extent permitted in the case of leased personal property), together with all replacements, additions, and proceeds. Borrower agrees that, without the written consent of Lender, which consent shall not be unreasonably withheld, conditioned or any part delayed, no other security interest will be created under the provisions of the Mortgaged UCC and no lease will be entered into with respect to any goods, fixtures, equipment, appliances, or articles of personal property now attached to or used or to be attached to or used in connection with the Property which now or hereafter constitute “fixtures” under except as otherwise permitted hereunder. Borrower agrees that all property of every nature and description covered by the Uniform Commercial Code. Information concerning the lien and charge of this Security Instrument together with all such property and interests covered by this security interest herein granted may be obtained from are encumbered as a unit, and upon and during the parties at the addresses continuance of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occurby Borrower, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoingProperty, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereofLender's option, may be applied by Mortgagee foreclosed upon or sold in the same or different proceedings or at the same or different time, subject to the payment provisions of the Debt in such priority and proportions as Mortgagee in its discretion shall deem properapplicable law. In the event The filing of any change in name, identity financing statement relating to any such property or structure rights or interests shall not be construed to diminish or alter any of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority Lender's rights of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations priorities under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Security Instrument.
Appears in 5 contracts
Sources: Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents, and Security Deposits (Shelbourne Properties Iii Inc), Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents, and Security Deposits (Shelbourne Properties I Inc), Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents, and Security Deposits (Shelbourne Properties Ii Inc)
Security Agreement. This Mortgage Deed of Trust is both a real property mortgage deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Trustor in the Mortgaged Property. Mortgagor Trustor by executing and delivering this Mortgage Deed of Trust has granted and hereby grants to MortgageeBeneficiary, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “"Collateral”"). Mortgagor Trustor hereby agrees to execute and deliver to MortgageeBeneficiary, in form and substance reasonably satisfactory to MortgageeBeneficiary, such financing statements and such further assurances as Mortgagee Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s Beneficiary's security interest herein granted. This Mortgage Deed of Trust shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “"fixtures” " under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageDeed of Trust. If an Event of Default shall occur, MortgageeBeneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeBeneficiary, Mortgagor Trustor shall at its expense assemble the Collateral and make it available to Mortgagee Beneficiary at a convenient place acceptable to MortgageeBeneficiary. Mortgagor Trustor shall pay to Mortgagee Beneficiary on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Collateral sent to Mortgagor Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the Debt in such priority and proportions as Mortgagee Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorTrustor, such Mortgagor Trustor shall notify Mortgagee Beneficiary thereof and promptly after Mortgagee’s Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s Beneficiary's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Trustor's obligations under the Note, this Mortgage Deed of Trust and the other Loan Documents. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, coupled with an interest upon Mortgagor’s Trustor's failure to do so within five (5) Business Days after request by MortgageeBeneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeBeneficiary, as Mortgagor’s Trustor's attorney-in-fact, in connection with the Collateral covered by this MortgageDeed of Trust. Notwithstanding the foregoing, Mortgagor Trustor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Trustor shall fully cooperate with Mortgagee Beneficiary in the event Mortgagee Beneficiary is a party to such action or proceeding).
Appears in 5 contracts
Sources: Deed of Trust (HRPT Properties Trust), Deed of Trust (HRPT Properties Trust), Deed of Trust (HRPT Properties Trust)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage All or part of the Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part upon such of the Mortgaged Property which now that is or hereafter constitute “may become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occuroccur which shall remain uncured, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limiting limitation, to the generality of the foregoingextent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such actionaction or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Obligations in such priority and proportions as Mortgagee shall determine in its discretion shall deem propersole discretion. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and and, promptly after Mortgagee’s request request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor’s 's obligations under the Note, this Mortgage and or the other Loan Relevant Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any UCC financing statements (or other statements related documents) signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding , such appointment to terminate upon the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)release of this Mortgage.
Appears in 4 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement (Discovery Zone Inc), Open End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “fixtures” are to become fixtures under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeMortgagee after the occurrence and during the continuance of an Event of Default, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on within ten (10) Business Days of demand therefor any and all expenses, including legal expenses and reasonable attorneys’ feesfees and disbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations or decrease Mortgagor’s rights under the Note, this Mortgage and any of the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 4 contracts
Sources: Open End Mortgage, Assignment of Leases and Rents and Security Agreement, Open End Mortgage, Assignment of Leases and Rents and Security Agreement (Griffin Industrial Realty, Inc.), Open End Mortgage, Assignment of Leases and Rents and Security Agreement (Griffin Industrial Realty, Inc.)
Security Agreement. This Mortgage is both a mortgage and grant of real property mortgage and a grant of a security interest in personal property, and shall constitute and serve as a “security agreement” within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security unto the Mortgagee for the Debt, benefit of the Secured Parties a security interest in and to all the Mortgaged Encumbered Property described in this Mortgage that is not real property, and substantially contemporaneously with the recording of this Mortgage, the Mortgagor has filed or will file UCC financing statements, and will file continuation statements prior to the full extent that lapse thereof, at the Mortgaged Property appropriate offices in the state in which the Premises are located and otherwise may be subject required or advisable to perfect the security interest granted by this Mortgage in all the Encumbered Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the Uniform Commercial Code (said portion extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the security interest hereby granted. The Mortgagee shall have all rights with respect to the part of the Mortgaged Encumbered Property so that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees, to the Uniform Commercial Code being called extent permitted by law, that: (i) all of the goods described within the definition of the word “Personal Property” are or are to become fixtures on the Land; (ii) this Mortgage upon recording or registration in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such real estate records of the proper office shall constitute a financing statements and such further assurances statement filed as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for within the purposes meaning of Section 9-502(c) of the Uniform Commercial Code as to all or any part UCC; (iii) the Mortgagor is the record owner of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at Premises; and (iv) the addresses of the parties Mortgagor and Mortgagee are as set forth in the first paragraph Section 5.02 of this Mortgage. If an Event of Default Additionally, this Mortgage shall occurconstitute a financing statement covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, Mortgagee, in addition to any other rights and remedies which it may haveas such, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary be filed for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest record in the Collateral and real estate records of each county in enforcing which the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the CollateralLand, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)located.
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within To the meaning extent that any of the Uniform Commercial Code. The Mortgaged Property includes both real and Collateral may be determined to be personal property and all other rights and interestsproperty, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and Grantor as debtor hereby grants to Mortgagee, Holders and Beneficiary as security agent for the Debt, Holders as secured party a security interest in all such personal property or fixtures to secure payment and performance of the Mortgaged Property to the full extent that the Mortgaged Property may be subject Secured Obligations (defined below). This Deed of Trust constitutes a security agreement, a financing statement and fixture filing pursuant to the Uniform Commercial Code (said portion of the Mortgaged Property so subject with respect to the any and all property now or hereafter described in any Uniform Commercial Code being called in this Section 18 Financing Statement naming Grantor as Debtor and Beneficiary as Secured Party affecting or related to the “Collateral”)use and enjoyment of the Property. Mortgagor hereby Grantor agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such that it will not terminate or amend any financing statements and such further assurances filed in connection with the Secured Obligations (as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein grantedhereinafter defined) without Beneficiary's prior consent. This Mortgage shall also constitute a “fixture filing” The remedies for the purposes any violation of the Uniform Commercial Code covenants, terms and conditions of the agreements herein contained shall be (a) as prescribed herein, or (b) by general law, or (c) as to all or any such part of the Mortgaged Property security which is also reflected in any such Financing Statement by the specific statutory consequences now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth enacted and specified in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting all at Beneficiary's sole election. Grantor and Beneficiary agree that the generality filing of such a Financing Statement in the records normally having to do with personal property shall never be construed as in anywise derogating from or impairing this declaration and hereby stated intention of the foregoingparties hereto, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees that everything used in connection with the filing and recording thereof. If Mortgagee shall require production of income from the filing property that is the subject of this Deed of Trust and/or adapted for use therein and/or which is described or recording reflected in this Deed of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessaryTrust is, and at all times and for all purposes and in all proceedings both legal or equitable shall pay all expenses and fees be, regarded as part of the real estate irrespective of whether (a) any such item is physically attached to the improvements, (b) serial numbers are used for the better identification of certain equipment items capable of being thus identified in connection any list filed with the filing and recording thereofBeneficiary, it being understood and agreed, however, that no or (c) any such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure item is referred to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend reflected in any action or proceeding which affects or purports to affect the Mortgaged Property and such Financing Statement so filed at any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)time.
Appears in 3 contracts
Sources: Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc), Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc), Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc)
Security Agreement. This Mortgage is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s 's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 3 contracts
Sources: Mortgage, Deed of Trust and Security Agreement (Concord Milestone Plus L P), Second Mortgage and Security Agreement (Janus American Group Inc), Mortgage and Security Agreement (Janus American Group Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a “fixture filing” "FIXTURE FILING" for the purposes of the Uniform Commercial Code as to all or any part upon such of the Mortgaged Property which now that is or hereafter constitute “may become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occuroccur which shall remain uncured, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limiting limitation, to the generality of the foregoingextent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such actionaction or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Obligations in such priority and proportions as Mortgagee shall determine in its discretion shall deem propersole discretion. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and and, promptly after Mortgagee’s request request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).recording
Appears in 3 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc)
Security Agreement. This The Mortgage is both constitutes a real property mortgage and a “security agreement” within the meaning of agreement under the Uniform Commercial Code. The Mortgaged Property includes both real Code and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, creates a security interest in all fixtures and equipment and other personal property (and the Mortgaged Property proceeds thereof) now or hereafter affixed to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said or constituting a portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Premises. Mortgagor hereby agrees to execute shall execute, deliver, file and deliver to Mortgageerefile any financing statement, in form and substance reasonably satisfactory to Mortgageecontinuation statements, such financing statements and such further assurances as or other security agreements Mortgagee may require from time to time reasonably consider necessary to createconfirm the lien of the Mortgage with respect to such property. ANTI-MARSHALLING. The Mortgagee may resort for the payment of any indebtedness, perfectliability, or obligation secured hereby to its several securities therefor, in such order and manner as it may see fit, and preserve Mortgagee’s security interest herein granted. This the Mortgagee may maintain an action to foreclose the Mortgage shall also constitute a “fixture filing” for notwithstanding the purposes pendency of the Uniform Commercial Code as any action to all or recover any part of the Mortgaged Property which now indebtedness secured hereby, or hereafter constitute “fixtures” under the Uniform Commercial Coderecovery of any judgment in such action. Information concerning The Mortgagee shall not be required during the security interest herein granted may be obtained from pendency of any action to foreclose the parties at the addresses Mortgage, to obtain leave of any court in order to commence or maintain any other action to recover any part of the parties set forth indebtedness secured hereby. The Mortgagee shall also have the right in the first paragraph event of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting Mortgage or the generality obligation secured hereby to proceed against any or all interests of the foregoing, Mortgagor and the Mortgagor agrees that the Mortgagee shall have the right to take possession of the Collateral or any part thereof, and elect in writing not to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and cut off any interest or right therein, whether such proceeding affects title or that any other rights in the Mortgaged Property (Mortgagor might have and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event that Mortgagee is a party shall so elect, ▇▇▇▇▇▇▇▇▇ agrees that all of its duties and obligations as to such action or proceeding)interest shall continue.
Appears in 3 contracts
Sources: Restated Mortgage Note (FNB Rochester Corp), Mortgage Note (FNB Rochester Corp), Restated Mortgage Note (FNB Rochester Corp)
Security Agreement. This Mortgage is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereofthereof , and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s 's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 3 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Ramco Gershenson Properties Trust), Mortgage (Ramco Gershenson Properties Trust), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Ramco Gershenson Properties Trust)
Security Agreement. This Mortgage is both constitutes a real property mortgage and a “security agreement” within the meaning of agreement under the Uniform Commercial CodeCode and creates a security interest in all that property (and the proceeds thereof) of Mortgagor included in the Mortgaged Property which might otherwise be deemed “personal property.” Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such instruments for and on behalf of Mortgagor. All costs of such filing and refiling shall be paid by Mortgagor. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is deemed “real property,” any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the security interest created hereby and referred to above until the repayment or satisfaction in full of the obligations of Mortgagor as are now or hereafter evidenced by the Note. Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and in all proceedings, legal or equitable, shall be regarded, at Mortgagee’s option (to the extent permitted by law), as part of the Real Property whether or not any such item is physically attached to the Real Property or Improvements or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way altering any of the rights of Mortgagee or adversely affecting the priority of the lien granted hereby or by any other Loan Document, but such mention in the financing statement is hereby declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee’s priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed in the Uniform Commercial Code records. A carbon, photographic or other reproduction of this Mortgage or of any financing statement signed by Mortgagor in connection herewith shall be sufficient as a financing statement and may be filed to perfect the security interest created hereby. The Mortgaged Property includes both real goods which are or are to become fixtures and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants is intended to Mortgagee, serve as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” filing under the Pennsylvania Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 3 contracts
Sources: Credit Agreement (Unilife Corp), Credit Agreement (Unilife Corp), Open End Commercial Mortgage and Security Agreement (Unilife Corp)
Security Agreement. This Mortgage is both hereby deemed to be as well a real property mortgage Security Agreement for the purpose of creating hereby a security interest securing the indebtedness secured hereby in and a “security agreement” within to the meaning Personal Property. Without derogating any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsprovisions of this Mortgage, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby Mortgage:
(a) grants to Mortgagee, as security for the Debt, Mortgagee a security interest in all of Mortgagor's right, title and interest in and to all Personal Property, including, but not limited to, the Mortgaged items referred to above, together with all additions, accessions and substitutions and all similar property hereafter acquired and used or obtained for use on, or in connection with the Property. The Personal Property and all proceeds thereof are intended to be secured hereby; however, such intent shall never constitute an express or implied consent on the part of Mortgagee to the full extent that the Mortgaged Property may be sale of any or all Personal Property;
(b) agrees that, subject to the Uniform Commercial Code (said portion limitations contained in Section 5.18 of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to MortgageeMortgage, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein hereby granted may be obtained from by this Mortgage shall secure the parties at the addresses payment of the parties set forth in Obligations;
(c) agrees not to sell, convey, Mortgage or grant a security interest in, or otherwise dispose of or encumber, any of the Personal Property or any of the Mortgagee's right, title or interest therein except as permitted by the Credit Agreement without first paragraph securing Mortgagee's written consent;
(d) agrees that upon or after the occurrence of this Mortgage. If an any Event of Default shall occurunder this Mortgage, Mortgagee, in addition to any other rights and remedies which it may have, Mortgagee shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under by law and more particularly the Uniform Commercial Code, including, without limiting the generality of the foregoingbut not limited to, the right to take possession of the Collateral Personal Property, and for this purpose may enter upon any premises on which any or all of the Personal Property is situated without being deemed guilty of trespass and without liability for damages thereby occasioned (except for damages caused by Mortgagee's gross negligence or wilful misconduct), and take possession of and operate said Personal Property or remove it therefrom. Mortgagee shall have the further right to take any part thereofaction it deems necessary, appropriate or desirable, at its option and in its discretion, to repair, refurbish or otherwise prepare the Personal Property for sale, lease or other use or disposition, and to take sell at public or private sales or otherwise dispose of, lease or utilize the Personal Property and any part thereof in any manner authorized or permitted by law and to apply the proceeds thereof, subject to the limitations set forth in Section 5.18 of this Mortgage, toward payment of any costs and expenses, to the extent permitted by law, thereby incurred by Mortgagee and, subject to the limitations set forth in Section 5.18 of this Mortgage, toward payment of the Obligations and all other indebtedness described in this Mortgage, in such order and manner as is provided in Section 4.03 hereof. To the extent permitted by law, and only to the extent Mortgagor has waived any of the following under that certain Subsidiary Security Agreement of even date herewith by and between Mortgagor and Mortgagee, Mortgagor expressly waives any notice of sale or other measures as disposition of the Personal Property and any other rights or remedies of a debtor or formalities prescribed by law relative to a sale or disposition of the Personal Property or to exercise any other right or remedy existing after default hereunder; and to the extent any notice is required and cannot be waived, Mortgagor agrees that if such notice is deposited for mailing, postage prepaid, certified mail or registered mail, return receipt requested, to Mortgagor at the address designated in the first page of this Mortgage at least fifteen (15) days before the time of sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirements for giving of said notice; provided that if Mortgagor has furnished Mortgagee with notice of a change of address in accordance with Section 5.01, then any such notice shall not be reasonable unless sent to the new address;
(e) agrees, to the extent permitted by law and without limiting any rights and privileges herein granted to Mortgagee, that Mortgagee may deem necessary for the care, protection and preservation dispose of any or all of the Collateral. Upon Personal Property at the same time and place upon giving the same notice provided for in this Mortgage, and in the same manner as the non-judicial foreclosure sale provided under the terms and conditions of this Mortgage; and
(f) authorizes Mortgagee to file, in the jurisdiction where this Mortgage will be given effect, financing statements including renewal or confirmation thereof, covering the Personal Property; and at the request or demand of Mortgagee, Mortgagor shall at its expense assemble will join Mortgagee in executing one or more such financing statement including renewal or confirmation thereof, pursuant to the Collateral and make it available to Mortgagee at Code in a convenient place acceptable form reasonably satisfactory to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall will pay the cost of filing the same in all expenses public offices at any time and fees in connection with the filing and recording thereof. If from time to time wherever Mortgagee shall require the deems filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing statements including renewal or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by confirmation thereof or of this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action instrument to be desirable or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)necessary.
Appears in 3 contracts
Sources: Mortgage, Security Agreement, Assignment of Leases and Rents and Financing Statement (Gibraltar Packaging Group Inc), Mortgage, Security Agreement, Assignment of Leases and Rents and Financing Statement (Gibraltar Packaging Group Inc), Deed of Trust (Gibraltar Packaging Group Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, constitutes a security interest in agreement under the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject with respect to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements Chattels and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part other of the Mortgaged Property which now is personal property. Mortgagor agrees that it will not terminate or hereafter constitute “fixtures” under amend any financing statements filed in connection with the Uniform Commercial CodeLoan without Mortgagee’s prior consent. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in In addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all the rights and remedies granted to Mortgagee by other applicable law or hereby, Mortgagee shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee’s request, Mortgagor shall promptly and at its expense assemble the Collateral Chattels and such other personal property and make it the same available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand demand, with interest at the Default Rate for Base Rate Loans, any and all expenses, including legal expenses and attorneysAttorneys’ feesFees, incurred or paid by Mortgagee in protecting the its interest in the Collateral Chattels and such other personal property and in enforcing the its rights hereunder with respect to the Collateralthereto. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral Chattels and such other personal property sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, action shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateralsuch sale or disposition, or any part thereof, may be applied by Mortgagee to the payment of the Debt indebtedness secured hereby in such priority order and proportions as Mortgagee in its discretion shall deem properappropriate. In This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the event Mortgaged Property and is to be filed for record in the real estate records of each county where any change in name, identity or structure part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms other Mortgaged Property as are necessary to maintain the priority of Mortgagee’s lien upon and which a security interest in the Collateral, and shall pay all expenses and fees in connection with may be perfected by the filing of a financing statement and recording thereof. If Mortgagee shall require the may be filed as such in any appropriate filing or recording office. The respective mailing addresses of additional Uniform Commercial Code forms Mortgagor and Mortgagee are set forth on the first page of this Mortgage. A carbon, photographic or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, other reproduction of this Mortgage and or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the other Loan Documentspurposes referred to in this Section. Mortgagor hereby irrevocably appoints authorizes Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure at any time and from time to do so within five (5) Business Days after request by Mortgagee, time to file with any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required to establish or maintain the appropriate public office on its behalf any financing or other statements signed only by Mortgageevalidity, as Mortgagor’s attorney-in-fact, perfection and priority of the security interests granted in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 3 contracts
Sources: Mortgage Agreement (Taubman Centers Inc), Mortgage, Assignment of Leases and Rents and Security Agreement (Taubman Centers Inc), Mortgage, Assignment of Leases and Rents and Security Agreement (Taubman Centers Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “fixtures” are to become fixtures under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeMortgagee after the occurrence and during the continuance of an Event of Default, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on within ten (10) Business Days of demand therefor any and all expenses, including legal expenses reasonable attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s 's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations or decrease Mortgagor's rights under the Note, this Mortgage and any of the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 2 contracts
Sources: Substitute Mortgage, Assignment of Leases and Rents and Security Agreement (Lodgian Inc), Mortgage, Assignment of Leases and Rents and Security Agreement (Lodgian Inc)
Security Agreement. This Mortgage Deed of Trust shall constitute a security agreement under Article 9 of the Uniform Commercial Code (the “Code”) in each applicable jurisdiction with respect to Fixtures, now or hereafter acquired by Grantor, which might otherwise be deemed “personal property” covered by this Deed of Trust. Grantor has granted and does hereby grant Beneficiary a security interest in the Fixtures and in all additions and accessions thereto, renewals and replacements thereof and all substitutions therefor and proceeds thereof for the purpose of securing all Obligations now or hereafter secured by this Deed of Trust. The following provisions relate to such security interest:
(1) Upon the occurrence of an Event of Default, Beneficiary shall have the rights and remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity or under this Deed of Trust.
(2) This Deed of Trust also constitutes a Uniform Commercial Code financing statement which is both being filed as a fixture filing. Grantor is the record owner of the real estate described on Exhibit A hereto. The collateral is described herein, some of which is or may become fixtures on the real estate described on Exhibit A hereto. The names and mailing addresses of the Debtor (“Grantor” herein) and secured party (“Beneficiary” herein) are set forth on the first page of this Deed of Trust. The Debtor is a corporation organized under the laws of the State of Delaware and its organizational identification number, if any, is 0813243.
(3) Terms defined in the Code and not otherwise defined in this Deed of Trust shall have the same meanings in this subparagraph as are set forth in the Code. In the event that a term is used in Article 9 of the Code and also in another Article, the tern used in this subparagraph is that used in Article 9.
(4) A carbon, photostatic or other reproduction of this Deed of Trust shall be sufficient as a financing statement. The Beneficiary shall have the right at any time to file a manually executed counterpart or a carbon, photostatic or other reproduction of this Deed of Trust as a financing statement in either the central or local property mortgage and records of any jurisdiction wherein the collateral is situated, but the failure of the Beneficiary to do so shall not impair (i) the effectiveness of this Deed of Trust as a “security agreement” within the meaning fixture filing as permitted by Section 9.402(f) of the Uniform Commercial Code. The Mortgaged Property includes both real , or (ii) the validity and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph enforceability of this Mortgage. If an Event Deed of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend Trust in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)respect whatsoever.
Appears in 2 contracts
Sources: Deed of Trust (Bombay Company Inc), Deed of Trust (Bombay Co Inc)
Security Agreement. 2.16.1 This Mortgage is both shall also be a real security agreement between Mortgagor and Mortgagee covering the Mortgaged Property constituting personal property mortgage and a “security agreement” within the meaning of or fixtures (hereinafter collectively called "UCC Collateral") governed by the Uniform Commercial Code. The Mortgaged Property includes both real Code ("UCC") of the State of Illinois (the "State") as such UCC Collateral may be more specifically set forth in any financing statement delivered in connection with this Mortgage, and, as further security for the payment and personal property and all other rights and interestsperformance of the Secured Obligations, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in such portion of the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion UCC. In addition to Mortgagee's other rights hereunder, Mortgagee shall have all rights of a secured party under the Mortgaged Property so subject to UCC, as is in effect in the Uniform Commercial Code being called relevant jurisdiction, or other applicable laws or in this Section 18 the “Collateral”)equity. Mortgagor hereby agrees to authorizes the filing of, and if requested by Mortgagee, Mortgagor shall execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such all financing statements and such further assurances that may be reasonably required by Mortgagee to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee's security interests, and Mortgagor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days' prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, that Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may from time to time reasonably consider necessary to createexecute and deliver at Mortgagor's expense all continuation statements, perfecttermination statements, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as amendments, partial releases, or other instruments relating to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Codefinancing statements by and between Mortgagor and Mortgagee. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth Except as otherwise provided in the first paragraph of this Mortgage. If Secured Debt Documents, but otherwise subject to the provisions thereof, if an Event of Actionable Default shall occuroccur and be continuing, (a) Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial CodeUCC, as in effect in any relevant jurisdiction, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon such collateral and (b) upon request or demand of Mortgagee, Mortgagor shall at its expense expense, assemble the UCC Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses reasonable attorneys' fees and attorneys’ fees, disbursements incurred or paid by Mortgagee in protecting the interest in the UCC Collateral and in enforcing the Mortgagee's rights hereunder with respect to such UCC Collateral.
2.16.2 Mortgagor and the Collateral. Any notice of saleMortgagee agree, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor extent permitted by law, that: (i) this Mortgage upon recording or registration in accordance with the provisions hereof at least five (5) days prior to such action, real estate records of the proper office shall constitute commercially reasonable notice to Mortgagor. The proceeds a financing statement filed as a "fixture filing" within the meaning of any disposition Sections 9-102(a)(40) and 9-502(c) of the Collateral, UCC; (ii) all or any a part thereof, may be applied by Mortgagee to the payment of the Debt in such priority Mortgaged Property are or are to become fixtures; and proportions (iii) the addresses of Mortgagor and Mortgagee are as Mortgagee in its discretion shall deem proper. In set forth on the event first page of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and if Mortgagor is not the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factrecord owner of any real property to which the fixtures are or may become attached, coupled with an interest upon the name of the record owner is Midwest Generation, LLC and (iv) Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights 's organizational identification number in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee State of Illinois is a party to such action or proceeding)00314951.
Appears in 2 contracts
Sources: Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement (Midwest Generation LLC), Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement (Midwest Generation LLC)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage Security Instrument has granted and hereby grants to Mortgagee, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called referred to in this Section 18 Paragraph as the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Security Instrument covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSection 13.1. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise exercise, immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, including the right to take possession of the Collateral or any part thereof, thereof and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the CollateralCollateral or the sale thereof. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses reasonable attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall executeexecute (if required), file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, Collateral and shall pay all out-of-pocket expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its ▇▇▇▇▇▇▇▇▇'s behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this MortgageSecurity Instrument, and ▇▇▇▇▇▇▇▇▇ hereby acknowledges and agrees that Mortgagor shall have no claim or cause of action against Mortgagee arising out of Mortgagee's execution and/or recordation of any instruments by or on behalf of ▇▇▇▇▇▇▇▇▇ pursuant to the foregoing power of attorney. Notwithstanding Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with Section 13.1 at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. In addition to the foregoing, Mortgagor ▇▇▇▇▇▇▇▇▇ hereby expressly authorizes and agrees with Mortgagee that Mortgagee shall appear have full right and defend authority to prepare and record and/or file, without the necessity of a signature by ▇▇▇▇▇▇▇▇▇, in form, scope and substance satisfactory to Mortgagee, any action or proceeding which affects or purports to affect the Mortgaged Property and all financing statements, fixture financing statements, and any and all renewals or extensions of said financing statements and such additional financing statements as Mortgagee may, from time to time, consider necessary to perfect and preserve Mortgagee's security interest herein granted and Mortgagee may cause such statements and assurances to be recorded and filed at such times and places as may be required or right therein, whether permitted by law to so perfect and preserve such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)security interests.
Appears in 2 contracts
Sources: Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Security Agreement. (a) This Mortgage is both a real property mortgage Mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtIndebtedness, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 Paragraph 19 the “Collateral”). Mortgagor hereby agrees authorizes Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such file financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary in order to create, perfect, preserve and preserve Mortgagee’s continue the security interest interest(s) herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as Code, including, without limitation, Connecticut General Statutes § 42a-9-502, and shall cover all items of the Collateral now or hereafter owned by Mortgagor that are or are to all or become fixtures and is to be filed for record in the real estate records of Orange, Milford and Shelton, Connecticut. This Mortgage shall also constitute a financing statement covering any part other portion of the Mortgaged Property which now and may be filed in the appropriate filing or hereafter constitute recording office. A carbon, photographic or other reproduction of this Mortgage or of any financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Paragraph 19. For purposes of this Paragraph 19, the Mortgagor is the “fixturesDebtor” under and the Mortgagee is the “Secured Party,” as these terms are defined in the Uniform Commercial Code, insofar as this Mortgage constitutes a financing statement, and the addresses of the Debtor and Secured Party, the identification of the Debtor which is the record owner of each premises described on attached Exhibit A and the organizational number of each Debtor are listed below. Information Because this Mortgage also constitutes a Uniform Commercial Code financing statement and fixture filing, the following information is included herein, and Mortgagor represents and warrants the truth and accuracy thereof:
(i) The name of the Debtor with respect to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ is WU/LH 269 ▇▇▇▇▇▇▇ L.L.C. with an organizational identification number of: 4468200.
(ii) The name of the Debtor with respect to ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. is WU/LH 12 CASCADE L.L.C. with an organizational identification number of: 4468193.
(iii) The name of the Debtor with respect to ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. is WU/LH 25 EXECUTIVE L.L.C. with an organizational identification number of: 4468197.
(iv) The name of the Debtor with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is WU/LH 950 BRIDGEPORT L.L.C. with an organizational identification number of: 4458189.
(v) The name of the Debtor with respect to ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. is WU/LH 15 EXECUTIVE L.L.C. with an organizational identification number of: 4468194.
(vi) The name of the Debtor with respect to ▇▇ ▇▇▇▇▇ ▇▇▇▇ Road is WU/LH ▇▇ ▇▇▇▇▇ ▇▇▇▇ L.L.C. with an organizational identification number of: 4468195.
(vii) The name of the Debtor with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is WU/LH 470 BRIDGEPORT L.L.C. with an organizational identification number of: 4474090.
(viii) The mailing address of each Debtor is c/o Lighthouse Real Estate Management LLC, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(ix) The type of organization of each Debtor is limited liability company.
(x) The jurisdiction of organization of each Debtor is Delaware.
(xi) The name of Secured Party is ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company.
(xii) The mailing address of Secured Party is ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(xiii) A statement describing the portion of the Mortgaged Property and Collateral comprising goods or other personal property that may now be or hereafter become fixtures hereby secured is set forth in the granting clauses of this Mortgage which relates to the real property more particularly described on Exhibit A attached hereto, with respect to the specific Land owned by each Debtor.
(xiv) This financing statement is to be recorded in the real estate records.
(xv) Additional information concerning the security interest interests herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageMortgagee upon request. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ feesfees and disbursements, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such actionsale, disposition or action shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Indebtedness in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify and Mortgagor hereby expressly authorizes Mortgagee thereof and promptly after Mortgagee’s request shall execute, to file and record record, at Mortgagor’s sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s the lien of Mortgagee upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn addition, Mortgagor shall, shall promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, necessary and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, provided that no such additional documents shall increase Mortgagor’s the obligations of Mortgagor under the Note, this Mortgage and or the other Loan Documents. Mortgagor hereby irrevocably appoints authorizes Mortgagee as its and grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect .
(b) That portion of the Mortgaged Property consisting of personal property and equipment, shall be owned by Mortgagor and shall not be the subject matter of any interest lease or right therein, whether such proceeding affects title other transaction whereby the ownership or any beneficial interest in any of such property is held by any person or entity other rights in than Mortgagor nor shall Mortgagor create or suffer to be created any security interest covering any such property as it may from time to time be replaced, other than the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)security interest created herein.
Appears in 2 contracts
Sources: Third Open End Mortgage Deed, Assignment of Leases and Rents, Security Agreement and Fixture Filing (GTJ REIT, Inc.), Open End Mortgage Deed, Assignment of Leases and Rents, Security Agreement and Fixture Filing (GTJ REIT, Inc.)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “"fixtures” " under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s 's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s 's failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s 's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 2 contracts
Sources: Open End Leasehold Mortgage (HRPT Properties Trust), Open End Leasehold Mortgage (HRPT Properties Trust)
Security Agreement. (a) This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage Mortgage, has granted and hereby grants to Mortgagee, as security for the DebtIndebtedness, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. .
(b) If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor Oneida shall pay to Mortgagee on demand any and all expenses, including legal expenses attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to MortgagorOneida. The proceeds of any disposition of the Collateral, or any part thereof, may shall be applied by Mortgagee to the payment of the Debt Indebtedness in such priority and proportions manner as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest may be provided in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).Agency
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD), Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph 29 the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all reasonable expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorMortgagor unless otherwise required by law. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 2 contracts
Sources: First Mortgage and Security Agreement (Century Properties Fund Xvi), First Mortgage and Security Agreement (Century Properties Fund Xii)
Security Agreement. This Mortgage instrument constitutes a Security Agreement as that term is both a real property mortgage used and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible defined in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code in Illinois (said portion the “Code”) and shall also serve as a grant of security interest of the Mortgaged Personal Property so subject provided herein. Mortgagor fully authorizes Mortgagee to file or cause to be filed such UCC Financing Statements as are requested by Mortgagee, and does further authorize Mortgagee to file or cause to be filed from time to time thereafter such additional Financing Statements and Continuation Statements as Mortgagee may request. All of Mortgagor’s right, title and interest in the Uniform Commercial Code being called in this Section 18 Personal Property is hereby assigned to Mortgagee for the “Collateral”)ratable benefit of the Secured Parties to secure the payment of the Indebtedness Hereby Secured. Mortgagor hereby agrees makes the following representations, warranties and covenants regarding the Personal Property:
(a) the Personal Property is bought or used primarily for business use;
(b) the Personal Property (except for receivables and bank accounts) will be kept at the Premises. Mortgagor will not remove the Personal Property from the Premises without the prior written consent of Mortgagee, which consent may be withheld in Mortgagee’s sole and absolute discretion, unless the Personal Property is obsolete, damaged, sold or disposed of in the ordinary course of business;
(c) except for the security interest granted hereby Mortgagor is the owner of the Personal Property free from any adverse lien, security interest or encumbrance other than liens permitted under Section 6.02 of the Loan Agreement; and Mortgagor will defend the Personal Property against all claims and demands of all persons at any time claiming the same or any interest therein;
(d) no Financing Statement covering any of the Personal Property or any proceeds thereof is on file in any public office, other than financing statements to be released by reason of payments to be made from disbursements of monies borrowed and secured hereby. Mortgagor shall immediately notify Mortgagee in writing of any change in name, address, identity or ownership structure from that shown in this Mortgage and shall also upon demand furnish to Mortgagee such further information and shall execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, Mortgagee such financing statements and other documents in form satisfactory to Mortgagee and shall do all such further assurances acts and things as Mortgagee may at any time or from time to time reasonably consider request or as may be necessary or appropriate to create, perfect, establish and preserve Mortgagee’s maintain a perfected security interest herein granted. This Mortgage shall also constitute a “fixture filing” in the Personal Property as security for the purposes Indebtedness Hereby Secured, subject to no adverse liens or encumbrances other than liens permitted under Section 6.02 of the Uniform Commercial Code Loan Agreement; and Mortgagor will pay the cost of filing the same or filing or recording this Mortgage in all public offices wherever filing or recording is deemed by Mortgagee to be necessary or desirable. The original or a carbon, photographic or other reproduction of this Mortgage is sufficient as a financing statement;
(e) Mortgagor will not sell or offer to all sell, assign, pledge, lease or otherwise transfer or encumber the Personal Property or any part interest therein, unless such Personal Property is obsolete or is sold or disposed of in the ordinary course of business, or such sale, assignment, pledge, lease or other transfer or encumbrance is permitted under the Loan Agreement; and
(f) Mortgagor will keep the Personal Property free from any adverse lien, security interest or encumbrance (other than liens permitted under Section 6.02 of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth Loan Agreement) and in the first paragraph of this Mortgage. If an Event of Default shall occurgood order and repair, Mortgagee, in addition to any other rights ordinary wear and remedies which it may havetear excepted, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under not waste or destroy the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral Personal Property or any part thereof, and shall not use the Personal Property in violation of any statute, ordinance or policy of insurance thereon. Mortgagee may examine and inspect the Personal Property at any reasonable time or times, on reasonable notice, wherever located. Except upon the occurrence and during the continuance of an Event of Default, Mortgagor may have possession of the Personal Property and use it in any lawful manner not inconsistent with this Mortgage and not inconsistent with any policy of insurance thereon. Upon the occurrence and during the continuance of an Event of Default (regardless of whether the Code has been enacted in the jurisdiction where rights or remedies are asserted) Mortgagee shall have the remedies of a secured party under the Code, including without limitation the right to take immediate and exclusive possession of the Personal Property, or any part thereof, and for that purpose may, so far as Mortgagor can give authority therefor, with or without judicial process, enter (if this can be done without breach of the peace), upon any premises on which the Personal Property or any part thereof may be situated and remove the same therefrom (provided that if the Personal Property is affixed to the Real Estate, such other measures removal shall be subject to the conditions stated in the Code); and Mortgagee shall be entitled to hold, maintain, preserve and prepare the Personal Property for sale, until disposed of, or may propose to retain the Personal Property subject to Mortgagor’s right of redemption in satisfaction of Mortgagor’s obligations as provided in the Code. Mortgagee, without removal, may render the Personal Property unusable and dispose of the Personal Property on the Premises. Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, require Mortgagor shall at its expense to assemble the Collateral Personal Property and make it available to Mortgagee for possession at a place to be designated by Mortgagee which is reasonably convenient to both parties. Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee will give Mortgagor at least ten (10) days’ notice of the time and place acceptable of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to Mortgageebe made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Mortgagor shall pay to shown in this Mortgage at least ten (10) days before the time of the sale or disposition. Mortgagee on demand may buy at any public sale and all expensesif the Personal Property is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, including he may buy at private sale. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and reasonable attorneys’ fees and legal expenses and attorneys’ fees, incurred or paid by Mortgagee both before and after judgment, if any, shall be applied in protecting satisfaction of the interest in Indebtedness Hereby Secured (the Collateral and in enforcing amounts so applied to be distributed among the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor Secured Parties pro rata in accordance with the provisions hereof at least five (5) days prior amounts of Indebtedness Hereby Secured owed to them on the date of any such action, application). Mortgagee will account to Mortgagor for any surplus realized on such disposition and Mortgagor shall constitute commercially reasonable notice remain liable for any deficiency. All rights and remedies under this Mortgage are subject to Mortgagorapplicable law. The proceeds remedies of Mortgagee hereunder are cumulative and the exercise of any disposition one or more of the Collateral, remedies provided for herein or under the Code shall not be construed as a waiver of any of the other remedies of Mortgagee so long as any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations remains unsatisfied. All rights of Mortgagee in, to and under the Note, this Mortgage and in and to the other Loan DocumentsPersonal Property shall pass to and may be exercised by any assignee thereof. Mortgagor hereby irrevocably appoints agrees that if Mortgagee gives notice to Mortgagor of an assignment of said rights, upon such notice the liability of Mortgagor to the assignee shall be immediate and absolute. Mortgagor will not set up any claim against Mortgagee as its attorney-in-facta defense, coupled with an interest upon Mortgagor’s failure counterclaim or setoff to do so within five (5) Business Days after request any action brought by Mortgageeany such assignee for the unpaid balance owed hereunder or for possession of the Personal Property, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, provided that Mortgagor shall appear and defend in not waive hereby any right of action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee extent that waiver thereof is a party to such action or proceeding)expressly made unenforceable under applicable law.
Appears in 2 contracts
Sources: Real Estate Mortgage, Assignment of Rents, Security Agreement and Ucc Fixture Filing (Rentech Inc /Co/), Real Estate Mortgage, Assignment of Rents, Security Agreement and Ucc Fixture Filing (Rentech Inc /Co/)
Security Agreement. (a) This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called referred to in this Section 18 Paragraph 23 as the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, perfect and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise exercise, immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, thereof and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding .
(b) Upon an Event of Default, Mortgagee shall have the foregoingright, at Mortgagee's opinion:
(i) To proceed as to both the real and personal property covered by this Mortgage in accordance with Mortgagee's rights and remedies in respect of said real property, in which event (A) the provisions of the Uniform Commercial Code otherwise applicable to sale of the Collateral shall not apply, and (B) the sale of the Collateral in conjunction with and as one parcel with said real property (or any portion thereof) shall be deemed to be a commercially reasonable manner of sale; or
(ii) To proceed as to the Collateral separately from the Premises and the Improvements, in which event the requirement of reasonable notice shall be met by mailing notice of the sale, postage prepaid, to Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in person entitled thereto at least ten (10) days before the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in time of the event Mortgagee is a party to such action sale or proceeding)other disposition of any of the Collateral.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Glimcher Realty Trust), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement (Glimcher Realty Trust)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee in writing with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor thirty (30) days prior to the effective date of any such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to createchange. Expenses of retaking, perfectholding, and preserve preparing for sale, selling or the like (including, without limitation, Mortgagee’s security reasonable attorneys’ fees and legal expenses), together with interest herein granted. This thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage shall also constitute a “fixture filing” for the purposes and by all of the Uniform Commercial Code as to other Loan Documents securing all or any part of the Mortgaged Property Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneysMortgagee shall give Mortgagor at least ten (10) days’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee a type customarily sold on a recognized market. Any sale made pursuant to the payment provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 15.1(e) hereof upon giving the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In same notice with respect to the event sale of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property hereunder as is required under said Section 15.1(e). The name and principal place of business of Mortgagor (as Debtor under any interest or right thereinapplicable Uniform Commercial Code) are: URBAN DEVELOPMENT PARTNERS (61), whether such proceeding affects title or any other rights in the Mortgaged Property LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The name and principal place of business of Mortgagee (and in conjunction therewithas Secured Party) are: DEUTSCHE BANC MORTGAGE CAPITAL, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).L.L.C. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 2 contracts
Sources: Mortgage Consolidation and Modification Agreement (American Realty Capital New York Recovery Reit Inc), Mortgage and Security Agreement (American Realty Capital New York Recovery Reit Inc)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s Lender's security interest herein granted. This Mortgage Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s Lender's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, thereof it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Borrower's obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as Mortgagor’s Borrower's attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (First Potomac Realty Trust), Deed of Trust and Security Agreement (Westcoast Hospitality Corp)
Security Agreement. This Mortgage is both a mortgage and grant of real property mortgage and a grant of a security interest in personal property, and shall constitute and serve as a “security agreement” within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security unto the Mortgagee for the Debt, benefit of the Secured Parties a security interest in and to all the Mortgaged Encumbered Property described in this Mortgage that is not real property, and substantially contemporaneously with the recording of this Mortgage, the Mortgagor has filed or will file UCC financing statements, and will file continuation statements prior to the full extent that lapse thereof, at the Mortgaged Property appropriate offices in the state in which the Premises are located and otherwise may be subject required or advisable to perfect the security interest granted by this Mortgage in all the Encumbered Property that is not real property. The Mortgagee shall have all rights with respect to the Uniform Commercial Code (said portion part of the Mortgaged Encumbered Property so that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor agrees, to the Uniform Commercial Code being called extent permitted by law, that: (i) all of the goods described within the definition of the word “Personal Property” are or are to become fixtures on the Land; (ii) this Mortgage upon recording or registration in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such real estate records of the proper office shall constitute a financing statements and such further assurances statement filed as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for within the purposes meaning of Sections 9-334(e) and 9-502(b) of the Uniform Commercial Code as to all or any part UCC; (iii) the Mortgagor is the record owner of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at Premises; and (iv) the addresses of the parties Mortgagor and Mortgagee are as set forth in on the first paragraph signature pages of this Mortgage. If an Event of Default Additionally, this Mortgage shall occurconstitute a financing statement covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, Mortgagee, in addition to any other rights and remedies which it may haveas such, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary be filed for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest record in the Collateral and real estate records of each county in enforcing which the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the CollateralLand, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem properis located. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).[Add local language]
Appears in 2 contracts
Sources: Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)
Security Agreement. 2.15.1 This Mortgage is both shall also be a real security agreement between Mortgagor and Mortgagee covering the Mortgaged Property constituting personal property mortgage or fixtures (hereinafter collectively called "UCC Collateral") governed by the UCC in effect in the State as the same may be more specifically set forth in any financing statement delivered in connection with this Mortgage, and a “as further security agreement” within for the meaning payment and performance of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsObligations, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in such portion of the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion UCC. In addition to Mortgagee's other rights hereunder, Mortgagee shall have all rights of a secured party under the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)UCC. Mortgagor hereby agrees to shall execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such Mortgagee all financing statements and such further assurances that may be required to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee's security interests, and ▇▇▇▇▇▇▇▇▇ shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Secured Debt Documents, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may, but shall not be obligated to, from time to time reasonably consider necessary to createexecute and deliver at ▇▇▇▇▇▇▇▇▇'s expense, perfectall continuation statements, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as termination statements, amendments, partial releases, or other instruments relating to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Codefinancing statements by and between ▇▇▇▇▇▇▇▇▇ and Mortgagee. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth Except as otherwise provided in the first paragraph of this Mortgage. If Secured Debt Documents, if an Event of Default shall occuroccur and is continuing, (a) Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, UCC including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem be necessary for the care, protection and preservation of the Collateral. Upon such collateral and (b) upon request or demand of Mortgagee, Mortgagor shall at its expense expense, assemble the UCC Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand demand, any and all expenses, including legal expenses reasonable attorneys' fees and attorneys’ fees, disbursements incurred or paid by Mortgagee in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to the such UCC Collateral. Any notice of sale.
2.15.2 ▇▇▇▇▇▇▇▇▇ agrees, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five extent permitted by law, that: (5i) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds all or a part of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property are or are to become fixtures; and any interest or right therein, whether such proceeding affects title or any other rights in (ii) the Mortgaged Property (and in conjunction therewith, address of Mortgagor shall fully cooperate with Mortgagee in is as set forth on the event Mortgagee is a party to such action or proceeding)first page of this Mortgage.
Appears in 2 contracts
Sources: Mortgage, Collateral Assignment of Leases and Rents, Security Agreement and Financing Statement (Calpine Corp), Mortgage, Assignment of Rents and Security Agreement (Calpine Corp)
Security Agreement. This Mortgage is both constitutes a real property mortgage and a “security agreement” within agreement under the meaning of the New Jersey Uniform Commercial Code. The Mortgaged Property includes both real , and the Mortgagor hereby grants to the Mortgagee a security interest in all furniture, fixtures, equipment and personal property and all other rights machinery, appliances, furnishings, tools and interestsbuilding materials now owned or hereafter acquired by the Mortgagor, whether tangible and installed or intangible to be installed in nature, of Mortgagor or on the Mortgaged Premises and used or to be used in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion management or operation of the Mortgaged Property so subject to Premises, and all substitutions, replacements, additions and accessions thereto, together with all cash and non-cash proceeds thereof. The Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements that the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may require from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for confirm the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph lien of this MortgageMortgage with respect to such property. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without Without limiting the generality of the foregoing, the right Mortgagor hereby irrevocably constitutes and appoints the Mortgagee with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority (coupled with an interest) in the place and stead of such Mortgagor and in the name of such Mortgagor or in the Mortgagee's own name, for the Mortgagee to take possession execute, deliver and file such instruments for and on behalf of the Collateral Mortgagor. Notwithstanding any release of any or any part thereofall of that property included in the Mortgaged Premises which is deemed "real property", and proceedings to take such other measures foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder security agreement with respect to the Collateral. Any notice of sale, disposition security interest created hereby and referred to above until the repayment or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor satisfaction in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition full of the Collateral, or any part thereof, may be applied by Mortgagee to the payment obligations of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing now or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)hereafter secured hereby.
Appears in 2 contracts
Sources: Mortgage and Security Agreement (Suprema Specialties Inc), Mortgage (Suprema Specialties Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage has granted and hereby grants to MortgageeLender, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “Collateral”). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements and such further assurances as Mortgagee Lender may from time to time reasonably consider necessary to create, perfect, and preserve MortgageeLender’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” ”, with Borrower as debtor and Lender as secured party, for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now is or hereafter constitute “is to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, thereof and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, action shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee Lender thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of MortgageeLender’s lien upon and security interest in the Collateral, Collateral and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, reasonably necessary and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as MortgagorBorrower’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (Infousa Inc), Deed of Trust and Security Agreement (Infousa Inc)
Security Agreement. This Mortgage is constitutes both a real property mortgage and a “"security agreement” ", within the meaning of the Uniform Commercial Code. The , and the Mortgaged Property includes both real and personal property and all other rights and interestsinterest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. This Mortgage secures, and the obligations secured hereby include, future advances. All advances and indebtedness arising and accruing from time to time under the Credit Facility shall be secured hereby to the same extent as though the Credit Agreement and the other Credit Facility Documents were fully incorporated in this Mortgage. Under the Credit Agreement and the other Credit Facility Documents advances may be made and indebtedness may be incurred from time to time hereafter, but each such advance or indebtedness shall be secured hereby as if made on the date hereof. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to Property, including, without limitation, FF&E. This Mortgage constitutes and is effective as a fixture filing as provided in Section 402 of Division 9 of the Uniform Commercial Code (said portion Code, as to those portions of the Mortgaged Property so subject are or are to the Uniform Commercial Code being called become fixtures as defined in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, demand any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral FF&E or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. FF&E. Mortgagor shall pay to Mortgagee on demand any and all expenses, expenses (including legal expenses and reasonable attorneys’ ' fees, ) actually incurred or paid by Mortgagee in protecting the its interest in the Collateral FF&E and in enforcing the its rights hereunder with respect to the Collateral. FF&E. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral FF&E sent to Mortgagor in accordance with the provisions hereof of this Mortgage at least seven (7) business days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to Mortgagor (except in the case of FF&E which is perishable or is of a type customarily sold on a recognized market, in which case such seven (7) business days' notice shall not be required), and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by Mortgagor within five (5) days prior to after receipt by Mortgagor of such action, shall constitute commercially reasonable notice to Mortgagornotice. The proceeds of any sale or disposition of the CollateralFF&E, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such order, priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 2 contracts
Sources: Open End Mortgage and Security Agreement (Brandywine Realty Trust), Revolving Credit Agreement (Brandywine Realty Trust)
Security Agreement. This Mortgage is both a real property mortgage mortgage/deed of trust and a “security agreement” "SECURITY AGREEMENT" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a “fixture filing” "FIXTURE FILING" for the purposes of the Uniform Commercial Code as to all or any part upon such of the Mortgaged Property which now that is or hereafter constitute “may become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occuroccur which shall remain uncured, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limiting limitation, to the generality of the foregoingextent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such actionaction or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Obligations in such priority and proportions as Mortgagee shall determine in its discretion shall deem propersole discretion. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and and, promptly after Mortgagee’s request request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor’s 's obligations under the Note, this Mortgage and or the other Loan Relevant Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any UCC financing statements (or other statements related documents) signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding , such appointment to terminate upon the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)release of this Mortgage.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage Security Instrument and a “security agreement” within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code UCC (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code UCC being called in this Section 18 paragraph the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage Security Instrument shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to UCC. As such, this Security Instrument covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occuroccur and be continuing, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial CodeUCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon During the continuance of an Event of Default, upon request or demand of Mortgagee, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place in New York reasonably acceptable to Mortgagee. Mortgagor Borrower shall pay to Mortgagee on within five (5) Business Days of promptly following written demand any and all expenses, including legal expenses and reasonable attorneys’ feesfees and disbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the CollateralCollateral (but excluding special, punitive, or consequential damages, unless asserted against Borrower by a third party). Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral Collateral, sent to Mortgagor Borrower in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code UCC forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code UCC forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code UCC forms or continuation statements as Mortgagee reasonably shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations or decrease Borrower’s rights under the Note, this Mortgage and the other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee as its attorney-in-factattorney‑in‑fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by naming Mortgagee, as Mortgagor’s attorney-in-factsecured party, and Borrower, as debtor, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Security Instrument.
Appears in 2 contracts
Sources: Senior Loan Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement (KBS Strategic Opportunity REIT, Inc.), Building Loan Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement (KBS Strategic Opportunity REIT, Inc.)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor ▇▇▇▇▇▇▇▇ hereby agrees with ▇▇▇▇▇▇ to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee▇▇▇▇▇▇’s security interest herein granted. This Mortgage Security Instrument shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee ▇▇▇▇▇▇ in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee▇▇▇▇▇▇’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, thereof it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee▇▇▇▇▇▇, as Mortgagor▇▇▇▇▇▇▇▇’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.), Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve MortgageeLender’s security interest herein granted. This Mortgage Security Instrument shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of MortgageeLender’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, thereof it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as MortgagorBorrower’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.), Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.)
Security Agreement. This Mortgage is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s 's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage Security Instrument is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s Lender's security interest herein granted. This Mortgage Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording Lender thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Borrower's obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as Mortgagor’s Borrower's attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage shall constitute a security agreement as defined in the Uniform Commercial Code as adopted in the jurisdiction in which the Mortgaged Property is both located (hereinafter referred to as the “Code”), and Mortgagor hereby grants to Mortgagee a real property mortgage and a “security agreement” interest within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property Code in favor of Mortgagee on the Chattels, the Improvements, the Rents, the Leases and all other rights property rights, and interests, whether tangible or intangible in nature, the proceeds of Mortgagor the foregoing as described in the Mortgaged Property. Mortgagor by executing and delivering granting clause of this Mortgage has granted and hereby grants (hereinafter referred to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor M▇▇▇▇▇▇▇▇ hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as authorizes Mortgagee may at any time or from time to time reasonably consider necessary to createfile any initial financing statements, perfectamendments thereto and continuation statements (“Financing Statements”) with or without signature of Mortgagor as authorized by applicable law, and preserve Mortgagee’s security interest herein grantedas applicable to the Mortgaged Property. This Mortgage shall also constitute a “fixture filing” for the For purposes of such filings, M▇▇▇▇▇▇▇▇ agrees to furnish any information requested Mortgagee promptly upon request by Mortgagee. Mortgagor and Mortgagee agree that the Uniform Commercial Code filing of a Financing Statement in the records normally having to do with personal property shall never be construed as to in any way derogating from or impairing (a) this Mortgage or the rights or obligations under it or (b) the express declaration and intention of the parties, hereinabove stated, that everything used in connection with the Mortgaged Property and/or adapted for use therein and/or which is described or reflected in this Mortgage is and, at all times and for all purposes and in all proceedings both legal or any equitable, shall be regarded as part of the Mortgaged Property which now real estate encumbered by this Mortgage irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or hereafter constitute “fixtures” under the Uniform Commercial Codein any list filed with Mortgagee or (iii) any such item is referred to or reflected in any such Financing Statement so filed at any time. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoingSimilarly, the right to take possession mention in any such Financing Statement of the Collateral (1) rights in or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Mortgagor’s interest as lessor in any present or future lease or rights to income growing out of the Collateral, or any part thereof, may be applied by Mortgagee to the payment use and/or occupancy of the Debt property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in such priority and proportions any way altering any of the rights of Mortgagee as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity determined by this instrument or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain impugning the priority of Mortgagee’s lien upon and security interest granted hereby or by any other recorded document, but such mention in the Collateral, and shall pay all expenses and fees in connection with Financing Statement is declared to be solely for the filing and recording thereof. If Mortgagee shall require the filing or recording protection of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses that notice of Beneficiary’s priority of interest to be effective against a party particular class of persons, including but not limited to such action the federal government and any subdivisions or proceeding)entity of the federal government, must be filed in the Uniform Commercial Code records.
Appears in 1 contract
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, shall constitute a security interest agreement as defined in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion "Code"). Any equipment or fixtures installed in or used in the Premises are to be used by the Mortgagor solely for the Mortgagor's business purposes or as the equipment and fixtures leased or furnished by the Mortgagor, as landlord, to tenants of the Mortgaged Property so subject Premises and such equipment or fixtures will be kept at the buildings on the Premises and will not be removed therefrom without the consent of the Mortgagee and may be affixed to such buildings but will not be affixed to any other real estate. The remedies of the Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code being called shall not be constructed as a waiver of any of the other rights of the Mortgagee including having any non-realty items of the Premises deemed part of the realty upon any foreclosure thereof. If notice to any party of the intended disposition of the Premises is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the real property or may be given by private notice if such parties are known to Mortgagee. Neither the grant of a security interest pursuant to this Section 18 Mortgage nor the “Collateral”)filing of a financing statement pursuant to the Code shall ever impair the stated intention of this Mortgage that all personal property, rents, leases and profits and judgments and awards comprising and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any such item is referred to or reflected in a financing statement. Mortgagor hereby agrees to execute and will on demand deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such any financing statements and such further assurances as Mortgagee that may from time to time reasonably consider necessary be required by Mortgagee to create, perfect, establish and preserve perfect the priority of Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights Premises and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting connection with the interest renewal or extensions of any financing statements executed in connection with the Collateral Premises; and in enforcing the rights hereunder with respect to the Collateral. Any shall give advance written notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any proposed change in Mortgagor's name, identity or structure of any Mortgagor, and will execute and deliver to Mortgagee prior to or concurrently with such Mortgagor shall notify change all additional financing statements that Mortgagee thereof may require to establish and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain perfect the priority of Mortgagee’s lien upon and 's security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)interest.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Wsi Industries Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon the request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and reasonable attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In This Mortgage shall also constitute as "fixture filing" for the event purposes of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such the Uniform Commercial Code forms as are necessary to maintain the priority against all of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the address of Debtor (Mortgagor) and any interest or right therein, whether such proceeding affects title or any other rights Secured Party (Mortgagee) as set forth in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)first paragraph of this Mortgage.
Appears in 1 contract
Sources: Loan and Security Agreement (Aqua Care Systems Inc /De/)
Security Agreement. 2.13.1 This Mortgage is both shall also be a real security agreement between Mortgagor and Mortgagee covering the Mortgaged Property constituting personal property mortgage or fixtures (hereinafter collectively called “UCC Collateral”) governed by the UCC as such UCC Collateral may be more specifically set forth in any financing statement delivered in connection with this Mortgage, and, as further security for the payment and a “security agreement” within the meaning performance of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsGuaranteed Obligations, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in such portion of the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion UCC. In addition to Mortgagee’s other rights hereunder, Mortgagee shall have all rights of a secured party under the Mortgaged Property so subject to UCC, as is in effect in the Uniform Commercial Code being called relevant jurisdiction, or other applicable laws or in this Section 18 the “Collateral”)equity. Mortgagor hereby agrees to authorizes the filing of, and if requested by Mortgagee, Mortgagor shall execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such all financing statements and such further assurances that may be reasonably required by Mortgagee to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee’s security interests, and Mortgagor shall bear all reasonable costs thereof, including all UCC searches. Except as otherwise provided in the Guarantee and Collateral Agreement, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days’ prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, that Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may from time to time reasonably consider necessary to createexecute and deliver at Mortgagor’s expense all continuation statements, perfecttermination statements, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as amendments, partial releases, or other instruments relating to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Codefinancing statements by and between Mortgagor and Mortgagee. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth Except as otherwise provided in the first paragraph of this Mortgage. If Guarantee and Collateral Agreement, but otherwise subject to the provisions thereof, if an Event of Default shall occuroccur and be continuing, (a) Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial CodeUCC, as in effect in any relevant jurisdiction, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon such collateral and (b) upon request or demand of Mortgagee, Mortgagor shall at its expense expense, assemble the UCC Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and reasonable attorneys’ fees, fees and disbursements incurred or paid by Mortgagee in protecting the interest in the UCC Collateral and in enforcing the Mortgagee’s rights hereunder with respect to such UCC Collateral.
2.13.2 Mortgagor and the Collateral. Any notice of saleMortgagee agree, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor extent permitted by law, that: (i) this Mortgage upon recording or registration in accordance with the provisions hereof at least five (5) days prior to such action, real estate records of the proper office shall constitute commercially reasonable notice to Mortgagor. The proceeds a financing statement filed as a “fixture filing” within the meaning of any disposition Sections 9-102(a)(40) and 9-502(c) of the Collateral, UCC; (ii) all or any a part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property are or are to become fixtures; and any interest or right therein, whether such proceeding affects title or any other rights (iii) the addresses of Mortgagor and Mortgagee are as set forth in the Mortgaged Property first paragraph of this Mortgage [and if Mortgagor is not the record owner of any real property to which the fixtures are or may become attached, the name of the record owner is [ ]] and (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee iv) Mortgagor’s organizational identification number is a party to such action or proceeding)[ ].
Appears in 1 contract
Security Agreement. This Mortgage Agreement is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor by By executing and delivering this Mortgage Agreement, Borrower has granted and hereby grants to MortgageeLender, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “"Collateral”"). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and perfect or preserve Mortgagee’s Lender's security interest herein therein granted. This Mortgage Each of the Mortgages shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, Code including, without limiting the generality of the foregoinglimitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and Lender's attorneys’ ' fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) 10 days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee Lender thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s Lender's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Borrower's obligations under the Note, the Mortgages (or either of them), this Mortgage Agreement, the Assignment, the Environmental Agreement and the other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action Mortgages (or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceedingeither of them).
Appears in 1 contract
Sources: Loan Agreement (Nexthealth Inc)
Security Agreement. This Mortgage is both also constitutes a real property mortgage and a “security agreement” agreement within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible Code as in nature, of Mortgagor effect from time to time in the Mortgaged Property. state in which the Premises is located (the “UCC”) and the Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in any Equipment or other personal property included within the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion definition of the Mortgaged Property so subject to Premises, and all proceeds, products and supporting obligations of any of the Uniform Commercial Code being called in this Section 18 foregoing (the “Collateral”). Mortgagor hereby agrees to execute and deliver to MortgageeAccordingly, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as the Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes have all of the Uniform Commercial Code as rights and remedies available to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” a secured party under the Uniform Commercial CodeUCC. Information concerning Upon the security interest herein granted may be obtained from the parties at the addresses occurrence of the parties set forth in the first paragraph of any default under this Mortgage. If an Event of Default , the Mortgagee shall occur, Mortgageehave, in addition to the remedies provided by this Mortgage, the right to use any other rights and remedies which it may have, method of disposition of collateral authorized by the UCC with respect to any portion of the Premises subject to the UCC. The Mortgagee shall have the right to require the Mortgagor to assemble the Collateral and may exercise immediately and without demand, any and all rights and remedies granted make it available to the Mortgagee at a secured party upon default under place designated by the Uniform Commercial Code, including, without limiting the generality of the foregoingMortgagee which is reasonably convenient to both parties, the right to take possession of the Collateral with or without demand and with or without process of law, and the right to sell and dispose of the Collateral and distribute the proceeds according to law. Should a default occur, the Mortgagor will pay to the Mortgagee all costs reasonably incurred by the Mortgagee for the purpose of enforcing its rights hereunder, to the extent not prohibited by law, including, without limitation: costs of foreclosure; costs of obtaining money damages; and a reasonable fee for the services of internal and outside attorneys employed or engaged by the Mortgagee for any purpose related to this security agreement, including, without limitation, consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or any part thereofproceeding. The Mortgagor agrees that upon default the Mortgagee may dispose of any of the Collateral in its then present condition, that the Mortgagee has no duty to repair or clean the Collateral prior to sale, and to take that the disposal of the Collateral in its present condition or without repair or clean-up shall not affect the commercial reasonableness of such other measures as Mortgagee may deem necessary for sale or disposition. The Mortgagee’s compliance with any applicable state or federal law requirements in connection with the care, protection and preservation disposition of the Collateral will not adversely affect the commercial reasonableness of any sale of the Collateral. Upon request or demand In connection with the right of the Mortgagee to take possession of the Collateral, the Mortgagee may, without liability on the part of the Mortgagee, Mortgagor shall at its expense assemble take possession of any other items of property in or on the Collateral at the time of taking possession and make it available to hold them for the Mortgagor. If there is any statutory requirement for notice, that requirement shall be met if the Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect sends notice to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to the date of the sale, disposition, or other event giving rise to the required notice. Upon the request of the Mortgagee, the Mortgagor shall execute and file such action, financing statements and shall constitute commercially reasonable notice take any other action requested by the Mortgagee to Mortgagorperfect and continue as perfected the Mortgagee’s security interests in the Equipment and other personal property included in the definition of the Premises. The proceeds Mortgagor shall pay (and shall reimburse the Mortgagee for) all costs, including attorneys’ fees and court costs, of the preparation and filing of any disposition of financing statements and the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event taking of any change in namesuch other actions. A carbon, identity photographic or structure other reproduction of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateralthis Mortgage is sufficient as, and shall pay all expenses and fees in connection with can be filed as, a financing statement. The Mortgagee is irrevocably appointed the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factfact to execute any financing statement on the Mortgagor’s behalf covering the Equipment and other personal property, tangible or intangible, that is included within the definition of Premises. Additionally, if permitted by applicable law, the Mortgagor authorizes the Mortgagee to file one or more financing statements related to the security interests created by this Mortgage and further authorizes the Mortgagee, instead of the Mortgagor, to sign such financing statements. The Mortgagor shall execute and deliver, or cause to be executed and delivered, such other documents as the Mortgagee may from time to time request to perfect or to further evidence the security interest created in connection with the Collateral covered by this Mortgage. Notwithstanding The Mortgagor further represents and warrants to the foregoing, Mortgagee that (a) its principal residence or chief executive office is at the address shown above and (b) the Mortgagor’s name as it appears in this Mortgage is identical to the name of the Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights appearing in the Mortgaged Property (and in conjunction therewithMortgagor’s organizational documents, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).as amended, including trust
Appears in 1 contract
Security Agreement. This Mortgage is both constitutes a real property mortgage security agreement under the Code and shall be deemed to constitute a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Propertyfixture financing statement. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for pursuant to the Debtterms of the Loan Documents, a security interest in the Mortgaged Property to the full extent that personal and other property owned by Mortgagor and included in the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called Premises, in this all replacements, substitutions and future additions thereto and in all rents, income, profits, revenues, accounts, contract rights and intangibles as more fully described in Section 18 the “Collateral”)2 hereof. Mortgagor hereby agrees to shall at Mortgagor's own expense, execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, file such financing statements, continuation statements and such further assurances or other security agreements as Mortgagee may shall require from time to time reasonably consider necessary to createperfect the lien of this Mortgage with respect to such property. Without limiting the foregoing, perfectMortgagor hereby authorizes Mortgagee to file such financing statements without the signature of Mortgagor. Mortgagor shall not change its principal place of business without giving Mortgagee at least thirty (30) days prior written notice, and preserve Mortgagee’s security interest herein granted. This Mortgage which notice shall also constitute a “fixture filing” be accompanied by new financing statements executed by Mortgagor in the same form as the financing statements delivered to Mortgagee on the date hereof except for the purposes change of the Uniform Commercial Code as to all or address. Upon any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default (as herein set forth), Mortgagee shall occur, Mortgageehave, in addition to any other rights and remedies which it may havehereunder or under the Loan Documents, shall have and may exercise immediately and without demand, any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality . Notwithstanding any release of any of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights real property included in the Mortgaged Property (and Premises, any proceedings to foreclose this Mortgage or its satisfaction of record, the terms of this Section 7 shall survive as a security agreement until the satisfaction in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in full of the event Mortgagee is a party to such action or proceeding)Liabilities.
Appears in 1 contract
Sources: First Mortgage and Security Agreement (Ace Gaming LLC)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, creates a security interest in the Mortgaged Property Fixtures, and, to the full extent that the Mortgaged Property may be subject Fixtures are not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee under the Uniform Commercial Code (said portion of the Mortgaged Property so subject State. In addition to all of its other rights under this Mortgage and otherwise, Mortgagee shall have all of the rights of a secured party under the Uniform Commercial Code being called of the State, as in this Section 18 effect from time to time, or under the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, Uniform Commercial Code in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may force from time to time reasonably consider necessary in any other state to create, perfect, and preserve Mortgagee’s security interest herein grantedthe extent the same is applicable Law. This Mortgage shall also constitute be effective as a “financing statement filed as a fixture filing” for the purposes of the Uniform Commercial Code as filing with respect to all or fixtures included within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Property as to which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the a security interest herein granted may be obtained from perfected by the parties at the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of the parties Mortgagor and Mortgagee are set forth in the first opening paragraph of this Mortgage. If an Event A carbon, photographic or other reproduction of Default shall occur, Mortgagee, in addition to this Mortgage or any other rights and remedies which it may have, financing statement relating to this Mortgage shall have and may exercise immediately and without demand, be sufficient as a financing statement for any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right purposes referred to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan DocumentsSection. Mortgagor hereby irrevocably appoints authorizes Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure at any time and from time to do so within five (5) Business Days after request by Mortgagee, time to file with any initial financing statements, amendments thereto and continuation statements as authorized by applicable Law, reasonably required by Mortgagee to establish or maintain the appropriate public office on its behalf any financing or other statements signed only by Mortgageevalidity, as Mortgagor’s attorney-in-fact, perfection and priority of the security interests granted in connection with the Collateral covered by this Mortgage. Notwithstanding The foregoing authorization includes ▇▇▇▇▇▇▇▇▇’s irrevocable authorization for Mortgagee at any time and from time to time to file any initial financing statements and amendments thereto that indicate the foregoingFixtures (a) as “all assets” of Mortgagor or words of similar effect, Mortgagor shall appear and defend in regardless of whether any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights particular asset comprised in the Mortgaged Property Fixtures falls within the scope of the Uniform Commercial Code of the State or the jurisdiction where the initial financing statement or amendment is filed, or (and in conjunction therewithb) as being of an equal or lesser scope or with greater detail. Debtor: Hardeeville Public Facilities Corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Hardeeville, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).South Carolina 29927 Attn: Chairman Secured Party: ▇▇▇▇▇▇▇ Bank, National Association ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Public Sector Finance
Appears in 1 contract
Security Agreement. This Mortgage is both shall constitute a real property mortgage and a “security agreement” within the meaning of ------------------ agreement as defined in the Uniform Commercial Code as adopted by the Commonwealth of Kentucky ("Code") in the Collateral. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible Any Collateral installed in or intangible in nature, of Mortgagor used in the Mortgaged Property is to be used by the Mortgagor solely for Mortgagor's business purposes or as the equipment and fixtures leased or furnished by the Mortgagor, as landlord, to tenants of the Mortgaged Property, and such Collateral will be kept at the buildings on the Mortgaged Property and will not be removed therefrom without the consent of the Mortgagee and may be affixed to such buildings but will not be affixed to any other real estate. The remedies of the Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies provided for herein or under the Code shall not be construed as a waiver of any of the other rights of the Mortgagee including having any Collateral deemed part of the realty upon any foreclosure thereof. If notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the lien granted by this Mortgage or may be given by private notice if such parties are known to Mortgagee. Neither the grant of a security interest pursuant to this Mortgage nor the filing of a financing statement pursuant to the Code shall ever impair the stated intention of this Mortgage that all Collateral comprising the Mortgaged Property and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the Mortgaged Property irrespective of whether such item is physically attached to the real property or any such item if referred to or reflected in a financing statement. Mortgagor will on demand deliver all financing statements that may from time to time be required by executing Mortgagee to establish and delivering this Mortgage has granted and hereby grants to perfect the priority of Mortgagee, as security for the Debt, a 's security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting connection with the interest renewal or extensions of any financing statements executed in connection with the Collateral Mortgaged Property; and in enforcing the rights hereunder with respect to the Collateral. Any shall give advance written notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any proposed change in Mortgagor's name, identity or structure of any Mortgagor, and will execute and deliver to Mortgagee prior to or concurrently with such Mortgagor shall notify change all additional financing statements that Mortgagee thereof may require to establish and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain perfect the priority of Mortgagee’s lien upon and 's security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)interest.
Appears in 1 contract
Sources: Loan Agreement (Jameson Inns Inc)
Security Agreement. This Mortgage shall constitute a security agreement as defined in the Uniform Commercial Code as adopted in the jurisdiction in which the Mortgaged Property is both located (hereinafter referred to as the “Code”), and Mortgagor hereby grants to Mortgagee a real property mortgage and a “security agreement” interest within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property Code in favor of Mortgagee on the Chattels, the Improvements, the Rents, the Leases and all other rights property rights, and interests, whether tangible or intangible in nature, the proceeds of Mortgagor the foregoing as described in the Mortgaged Property. Mortgagor by executing and delivering granting clause of this Mortgage has granted and hereby grants (hereinafter referred to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as authorizes Mortgagee may at any time or from time to time reasonably consider necessary to createfile any initial financing statements, perfectamendments thereto and continuation statements (“Financing Statements”) with or without signature of Mortgagor as authorized by applicable law, and preserve Mortgagee’s security interest herein grantedas applicable to the Mortgaged Property. This Mortgage shall also constitute a “fixture filing” for the For purposes of such filings, Mortgagor agrees to furnish any information requested Mortgagee promptly upon request by Mortgagee. Mortgagor and Mortgagee agree that the Uniform Commercial Code filing of a Financing Statement in the records normally having to do with personal property shall never be construed as to in any way derogating from or impairing (a) this Mortgage or the rights or obligations under it or (b) the express declaration and intention of the parties, hereinabove stated, that everything used in connection with the Mortgaged Property and/or adapted for use therein and/or which is described or reflected in this Mortgage is and, at all times and for all purposes and in all proceedings both legal or any equitable, shall be regarded as part of the Mortgaged Property which now real estate encumbered by this Mortgage irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or hereafter constitute “fixtures” under the Uniform Commercial Codein any list filed with Mortgagee or (iii) any such item is referred to or reflected in any such Financing Statement so filed at any time. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoingSimilarly, the right to take possession mention in any such Financing Statement of the Collateral (1) rights in or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Mortgagor’s interest as lessor in any present or future lease or rights to income growing out of the Collateral, or any part thereof, may be applied by Mortgagee to the payment use and/or occupancy of the Debt property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in such priority and proportions any way altering any of the rights of Mortgagee as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity determined by this instrument or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain impugning the priority of Mortgagee’s lien upon and security interest granted hereby or by any other recorded document, but such mention in the Collateral, and shall pay all expenses and fees in connection with Financing Statement is declared to be solely for the filing and recording thereof. If Mortgagee shall require the filing or recording protection of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is any court or judge shall at any time hold with respect to the matters set forth in the foregoing clauses that notice of Beneficiary’s priority of interest to be effective against a party particular class of persons, including but not limited to such action the federal government and any subdivisions or proceeding)entity of the federal government, must be filed in the Uniform Commercial Code records.
Appears in 1 contract
Sources: Combination Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents
Security Agreement. This Mortgage is constitutes both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Code of the State of New Jersey and the Mortgaged Property includes both real and personal property and all other rights and interestsinterest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage Mortgage, has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion such of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under is governed by the Uniform Commercial Code. Information concerning Upon the security interest herein granted may be obtained from the parties at the addresses occurrence and continuation of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occurhereunder, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, Code including, without limiting the generality of the foregoing, the right to take possession of such of the Collateral Mortgaged Property as is governed by the Uniform Commercial Code personally, through an agent or any part thereofby means of a court-appointed receiver, and to take such other measures as Mortgagee Mortgage may deem necessary for the care, protection and preservation of such part of the CollateralMortgaged Property. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble such of the Collateral Mortgaged Property as is governed by the Uniform Commercial Code and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable legal expenses expense and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral Mortgaged Property herein granted and in enforcing the its rights hereunder with respect to such part of the CollateralMortgaged Property. Any notice of sale, disposition or other intended action by Mortgagee with respect to such part of the Collateral Mortgaged Property sent to Mortgagor in accordance with the provisions hereof of this mortgage at least five (5) days prior to the date of any such sale, disposition or other action, shall constitute commercially reasonable notice to Mortgagor. The proceeds , and the method of any sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary unless objected to maintain the priority in writing by Mortgagor within three (3) days after receipt by Mortgagor of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)notice.
Appears in 1 contract
Sources: Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement (NRG Generating U S Inc)
Security Agreement. This Mortgage It is both the intention of the parties hereto that this instrument shall constitute a real property mortgage and a “security agreement” Security Agreement within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real Code with respect to the Equipment, and personal property that a security interest shall attach thereto for the benefit of Mortgagee to secure the sums secured by this Mortgage and all other rights sums and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property charges which may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted30 become due hereunder. This Mortgage shall also constitute a “"fixture filing” " for purposes of Article 9 of the purposes Uniform Commercial Code. The Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Equipment in which Mortgagor has a mortgageable interest, without the signature of Mortgagor whenever lawful and, upon request, Mortgagor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Equipment, and shall pay all filing fees in connection therewith. In the event of default under this Mortgage, Mortgagee, pursuant to Section 9-501(4) of the Uniform Commercial Code, as said Section is currently constituted or may be hereafter amended, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Uniform Commercial Code as shall not apply. The parties agree that in the event Mortgagee elects to all or any part proceed with respect to the Equipment separately from the real property, thirty (30) days' notice of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses sale of the parties set forth in the first paragraph of this MortgageEquipment shall be reasonable notice. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, includingThe Mortgagor agrees that, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Improvements any of the Equipment unless the same are promptly replaced with Equipment of a quality and utility equal or superior to that which is replaced. All such replacements, renewals and additions shall at its expense assemble the Collateral become and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect be immediately subject to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, therein of Mortgagee and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral be covered by this Mortgageinstrument. Notwithstanding the foregoingThe Mortgagor represents and warrants that all Equipment now is, Mortgagor shall appear and defend in any action that all replacements thereof, substitutions therefor or proceeding which affects additions thereto will be, free and clear of all liens, encumbrances or purports to affect the Mortgaged Property and any interest or right thereinsecurity interests of others, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)except as may be permitted by Article 2 hereof.
Appears in 1 contract
Security Agreement. This Mortgage is both Security Deed shall constitute a real property mortgage and a “security agreement” within the meaning agreement under Article 9 of the Uniform Commercial CodeCode with respect to the Personal Property covered by this Security Deed. The Mortgaged Property includes both real and personal property and all other rights and interestsPursuant to the applicable Granting Clauses hereof, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage Borrower has granted and hereby grants to Mortgagee, as security for the Debt, Lender a security interest in the Mortgaged Personal Property and in all additions and accessions thereto, substitutions therefor and proceeds thereof for the purpose of securing all Obligations now or hereafter secured by this Security Deed. The following provisions relate to such security interest:
(1) The Personal Property includes all now existing or hereafter acquired or arising equipment, inventory, accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, commercial tort claims, supporting obligations and general intangibles now or hereafter used or procured for use on the Premises or otherwise relating to the full extent that the Mortgaged Property may be subject Premises. If Borrower shall at any time acquire a commercial tort claim relating to the Uniform Commercial Code (said portion Premises, Borrower shall immediately notify Lender in a writing signed by Borrower of the Mortgaged Property so subject brief details thereof and grant to Borrower a security interest therein and in the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor proceeds thereof.
(2) Borrower hereby agrees to execute irrevocably authorizes Lender at any time and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to createfile in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the collateral as "all of the Borrower's assets used or procured for use or otherwise relating to" the Premises or words of similar effect, perfector as being of equal or lesser scope or in greater detail, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute to indicate the Premises as defined, or in a “fixture filing” for manner consistent with the purposes term as defined, in this Security Deed and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now filing office for the sufficiency or hereafter constitute “fixtures” under filing office acceptance of any initial financing statement or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower. Borrower agrees to provide any such information to Lender promptly upon request. Borrower also ratifies its authorization for Lender to have filed in any filing office in any Uniform Commercial CodeCode jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Information concerning the security interest herein granted may be obtained Borrower shall pay to Lender, from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occurtime to time, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without upon demand, any and all rights costs and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees Lender in connection with the filing of any such initial financing statements and recording thereofamendments, including attorneys' fees and all disbursements. If Mortgagee Such costs and expenses shall require bear interest at the filing or recording Increased Rate from the date paid by Lender until the date repaid by Borrower and such costs and expenses together with such interest, shall be part of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, the Obligations and shall pay all expenses be secured by this Security Deed.
(3) Borrower shall any time and fees from time to time take such steps as Lender may reasonably request for Lender to obtain "control" of any Personal Property for which control is a permitted or required method to perfect or to insure priority of the security interest in connection with such Personal Property granted hereby.
(4) Upon the filing occurrence of an Event of Default, Lender shall have the rights and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations remedies of a secured party under the Note, Code as well as all other rights and remedies available at law or in equity or under this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five Security Deed.
(5) Business Days after request by Mortgagee{intentionally omitted}
(6) If Borrower does not have an organizational identification number and later obtains one, to file with Borrower shall forthwith notify Lender of such organizational identification number.
(7) Terms defined in the appropriate public office on its behalf any financing or other statements signed only by MortgageeCode and not otherwise defined in this Security Deed have the same meanings in this Section 1.10D as are set forth in the Code. In the event that a term is used in Article 9 of the Code and also in another Article of the Code, the term used in this Section 1.10D is that used in Article 9. The term "control", as Mortgagor’s attorneyused in this Paragraph, has the meaning given in Section 9-in104, 9-fact105, in connection with 9-106 or 9-107 of Article 9 of the Collateral covered by this Mortgage. Notwithstanding the foregoingCode, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)as applicable.
Appears in 1 contract
Sources: Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (Systemax Inc)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements and such without further assurances as notice from Mortgagee. Mortgagor agrees to furnish Mortgagee may from time to time reasonably consider necessary to createwith notice of any change in the name, perfectidentity, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: ONE PRICE REALTY, INC. ▇▇▇. ▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, South Carolina 29334 The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are: FIRST UNION NATIONAL BANK One First Union Center DC6 ▇▇▇▇▇▇▇▇▇, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Mortgage and Security Agreement (One Price Clothing Stores Inc)
Security Agreement. This Mortgage is both among other things intended to be a real security agreement and financing statement with respect to the personal property mortgage and fixtures described and included in the Mortgage, and all additions, accessions, substitutions and replacements thereto and therefor, together with the proceeds thereof, and all of which are hereinafter referred to as the collateral or as the Mortgaged Property and the Mortgagor hereby grants and conveys to Mortgagee, its successors and assigns, a “security agreement” within the meaning interest therein. That upon default of any material term, condition or covenant of the Uniform Commercial CodeMortgage and acceleration of any indebtedness hereby secured, the Mortgagee may, at its discretion, require the Mortgagor to assemble the collateral and make it available to the Mortgagee at a place reasonably convenient to both parties to be designated by the Mortgagee. The Mortgaged Property includes That the Mortgagee shall give the Mortgagor notice, by registered mail, postage prepaid, of the time and place of any public sale of any of the collateral or of the time any private sale or other intended disposition thereof is to be made by sending notice to the Mortgagor at least ten (10) days before the time of the sale or other disposition, which provisions for notice the Mortgagor and the Mortgagee agree are reasonable; provided, however, that nothing herein shall preclude the Mortgagee from proceeding as to both real and personal property and all other in accordance with the Mortgagee's rights and interests, whether tangible or intangible remedies in nature, respect of Mortgagor in the Mortgaged Propertyreal property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for The Mortgagee shall have all of the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to secured party under the Uniform Commercial Code (said portion as now in effect in the State of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to MortgageeNew Hampshire, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances remedies as Mortgagee may from time to time reasonably consider necessary hereafter be provided in New Hampshire for a secured party. The Mortgagor agrees that all rights of the Mortgagee as to create, perfectsaid collateral and as to said real estate, and preserve Mortgagee’s security rights and interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes appurtenant thereto, may have exercised together or separately and further agrees that in exercising its power of the Uniform Commercial Code sale as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occursaid collateral and as to said real estate, Mortgagee, in addition to any other and rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoinginterest appurtenant thereto, the right to take possession of Mortgagee may sell the Collateral collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request either separately from or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance together with the provisions hereof at least five (5) days prior to such actionsaid real estate, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateralrights and interests appurtenant thereto, or any part thereof, all as the Mortgagee may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem properelect. In For the event purpose of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such this Mortgage constituting a financing statement under the Uniform Commercial Code forms as are necessary to maintain the priority addresses of Mortgagee’s lien upon and security interest in the Collateralparties are: The Mortgagor (Debtor): Presstek, and shall pay all expenses and fees in connection with the filing and recording thereofInc. 10 Glenville Street ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsVan Horn T▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇ured Party): PNC BANK, Mortgagor shallNational Association 340 Madison Avenue ▇▇▇ ▇▇▇▇, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇auch
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Presstek Inc /De/)
Security Agreement. This Mortgage is both shall be self-operative and shall constitute a real property mortgage and a “security agreement” within Security Agreement pursuant to the meaning provisions of the Uniform Commercial Code with respect to those items comprising Property that may be subject to a security interest under the Code. The Mortgaged Property includes both real and personal property and all other rights and interests▇▇▇▇▇▇▇▇▇, whether tangible or intangible in natureas debtor, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debtsecured party, a security interest in those items and in all related additions, replacements, substitutions and proceeds, for the Mortgaged Property to purpose of securing the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Indebtedness. Mortgagor ▇▇▇▇▇▇▇▇▇ hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfecton demand, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights irrevocably constitutes and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its the attorney-in-factfact of ▇▇▇▇▇▇▇▇▇, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeexecute, deliver and, if appropriate, to file with the appropriate public office on its behalf any filing officer or office, such security agreements, financing statements or other statements signed only by instruments as Mortgagee may require in order to create, perfect, or continue this security interest. Mortgagor shall pay all related filing fees and costs, all reasonable costs and expenses of any record searches (or their continuations), as Mortgagee may reasonably require. Without the prior written consent of Mortgagee, as Mortgagor’s attorney-in-fact, in connection with ▇▇▇▇▇▇▇▇▇ shall not create or suffer the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend creation of any other lien on or security interest in any action or proceeding which affects or purports of the Property subject to affect the Mortgaged Property security interest. Upon Default, Mortgagee shall have the rights and any interest or right therein, whether such proceeding affects title or any remedies of a secured party under the Code as well as all other rights and remedies available at law or in equity, and, at Mortgagee's option, Mortgagee may also invoke the remedied provided elsewhere in this Mortgage as to such property. Mortgagor and Mortgagee agree that the rights granted to Mortgagee as secured party under this Section 22 are in addition to rather than a limitation on any of Mortgagee's other rights under this Mortgage with respect to the Personal Property. No failure to mention any item in a financing statement shall limit the scope of ▇▇▇▇▇▇▇▇▇'s assignment of any Property, impair the priority of Mortgagee's lien on any Personal Property, or alter Mortgagee's rights to Insurance Proceeds and Condemnation Proceeds, except to the extent that a court holds that mention of the item in the Mortgaged Property (and Code records was required in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in order for Mortgagee's interest to enjoy priority over the event Mortgagee is a party to such action or proceeding)interests of third parties.
Appears in 1 contract
Security Agreement. This Mortgage is both constitutes a real property mortgage and a “security agreement” within the meaning of agreement under the Uniform Commercial CodeCode and creates a security interest in all that property (and the proceeds thereof) of Mortgagor included in the Mortgaged Property which might otherwise be deemed “personal property.” Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements or other security agreements Mortgagee may require from time to time to confirm the lien of this Mortgage with respect to such property. Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such instruments for and on behalf of Mortgagor. All costs of such Exhibit 10.9 filing and refiling shall be paid by Mortgagor. Notwithstanding any release of any or all of that property included in the Mortgaged Property which is deemed “real property,” any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the security interest created hereby and referred to above until the repayment or satisfaction in full of the obligations of Mortgagor as are now or hereafter evidenced by the Note. Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and in all proceedings, legal or equitable, shall be regarded, at Mortgagee’s option (to the extent permitted by law), as part of the Real Property whether or not any such item is physically attached to the Real Property or Improvements or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way altering any of the rights of Mortgagee or adversely affecting the priority of the lien granted hereby or by any other Loan Document, but such mention in the financing statement is hereby declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee’s priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed in the Uniform Commercial Code records. A carbon, photographic or other reproduction of this Mortgage or of any financing statement signed by Mortgagor in connection herewith shall be sufficient as a financing statement and may be filed to perfect the security interest created hereby. The Mortgaged Property includes both real goods which are or are to become fixtures and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants is intended to Mortgagee, serve as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” filing under the Pennsylvania Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Open End Commercial Mortgage and Security Agreement
Security Agreement. This Mortgage is both constitutes a real property mortgage and a “security agreement” within the meaning of agreement under the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible Code in nature, of Mortgagor effect in the Mortgaged Property. state where the Real Estate is situated and Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in all that property (and the proceeds thereof) included in the Mortgaged Property which might be deemed "personal property". Mortgagor shall deliver or file and refile any financing statements, continuation statements, or other security agreements Mortgagee may request from time to time to confirm the full extent that lien of this Mortgage with respect to such property. Without limiting the Mortgaged Property may foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney in fact for Mortgagor to deliver and file such instruments for and on behalf of Mortgagor. Mortgagor shall not change its principal place of business or state of organization without giving Mortgagee at least thirty (30) days prior written notice thereof, which notice shall be subject accompanied by new financing statements in the same form as the financing statements delivered to Mortgagee on the Uniform Commercial Code (said portion date hereof except for the change of address. Mortgagor covenants to retain all of the Mortgaged Property so subject to within the Uniform Commercial Code being called county in this Section 18 which the “Collateral”). Mortgagor hereby agrees to execute and deliver to MortgageeReal Estate is located, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property other than equipment which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth removed in the first paragraph ordinary course of this Mortgagebusiness. If an Upon any Event of Default under this Mortgage, Mortgagee shall occur, Mortgageehave, in addition to any other rights and remedies which it may haveunder the Loan Documents, shall have and may exercise immediately and without demand, any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial CodeCode with respect to all personal property. Mortgagor agrees that the personal property is not and will not be used or acquired for personal, includingfamily or household purposes. Upon an Event of Default under this Mortgage, without limiting (i) Mortgagee may require Mortgagor to assemble the generality of the foregoingpersonal property or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly to deliver such personal property to Mortgagee, or an agent or representative designated by it, (ii) Mortgagee, and its agents and representatives shall have the right to take possession enter upon the Mortgaged Property to exercise Mortgagee's rights hereunder, and (iii) Mortgagee may sell, lease or otherwise dispose of the Collateral personal property at public sale, with or without having the personal property at the place of sale, and upon such terms and in such manner as Mortgagee may determine. Mortgagee may be a purchaser at any part such sale. Unless the personal property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor ten (10) days' prior written notice of the time and place of any public sale of the personal property or other intended disposition thereof, and to take Mortgagor agrees that such other measures notice is reasonable. To the extent permitted by law, Mortgagor and Mortgagee agree that the items set forth on the financing statements shall be treated as Mortgagee may deem necessary for the care, protection and preservation part of the CollateralReal Estate and Improvements regardless of the fact that such items are set forth in the financing statement. Upon request or demand Such items are contained in the financing statements to create a security interest in favor of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest event such items are determined to be personal property under the law. Notwithstanding any release of any or all of that property included in the Collateral and in enforcing Mortgaged Property which is deemed "real property", any proceedings to foreclose this Mortgage or its satisfaction of record, the rights hereunder terms hereof shall survive as a security agreement with respect to the Collateral. Any notice of sale, disposition security interest created hereby and referred to above until the repayment or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor satisfaction in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition full of the Collateral, or any part thereof, may be applied by Mortgagee to the payment obligations of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain now or hereafter evidenced by the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Notes.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Blonder Tongue Laboratories Inc)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. For the purposes of this Section 25, Borrower shall be referred to as “Debtor” and Grantee shall be referred to as “Secured Party.” The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Debtor in the Mortgaged Property. Mortgagor Debtor by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeSecured Party, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “Collateral”). Mortgagor Debtor hereby agrees with Secured Party to execute and deliver to MortgageeSecured Party, in form and substance reasonably satisfactory to MortgageeSecured Party, such financing statements and such further assurances as Mortgagee Secured Party may from time to time time, reasonably consider necessary to create, perfect, and preserve MortgageeSecured Party’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeSecured Party, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Secured Party may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeSecured Party, Mortgagor Debtor shall at its expense assemble the Collateral and make it available to Mortgagee Secured Party at a convenient place acceptable to MortgageeSecured Party. Mortgagor Debtor shall pay to Mortgagee Secured Party on demand any and all expenses, including reasonable legal expenses and attorneys’ fees, incurred or paid by Mortgagee Secured Party in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Secured Party with respect to the Collateral sent to Mortgagor Debtor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to MortgagorDebtor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Secured Party to the payment of the Debt in such priority and proportions as Mortgagee Secured Party in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorDebtor, such Mortgagor Debtor shall notify Mortgagee Secured Party thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of MortgageeSecured Party’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Secured Party shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Debtor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Secured Party shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorDebtor’s obligations under the Note, this Mortgage Security Instrument and the other Loan Documents. Mortgagor Debtor hereby irrevocably appoints Mortgagee Secured Party as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeSecured Party, as MortgagorDebtor’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Debtor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Debtor shall fully cooperate with Mortgagee Secured Party in the event Mortgagee Secured Party is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage is both a real property mortgage Mortgagor and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering Mortgagee agree that this Mortgage has granted shall constitute and hereby grants to Mortgagee, shall be construed as security for a Security Agreement under the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to terms of the Uniform Commercial Code (said portion hereinafter in this Paragraph referred to as the “Code”) as adopted by the State of Florida, from time to time, with respect to any property included in the definition of the word “Mortgaged Property so subject Property”, which property may not be deemed to form a part of the Uniform Commercial Code real property described as the Premises or may not constitute a “fixture” (within the meaning provided in the Code), and all replacements of such property, substitutions for such property, additions to such property, and the proceeds thereof (all of said property described above, and the replacements, substitutions and additions thereto together with the proceeds thereof being called in this Section 18 hereinafter collectively referred to as the “Collateral”). Mortgagor , and that a first priority, perfected and continuing security interest in and to the Collateral located on the Mortgaged Property, is hereby agrees granted to execute and deliver to the Mortgagee, in form and substance reasonably satisfactory the Collateral and all right, title and interest of Mortgagor therein, are hereby assigned to the Mortgagee, such financing statements and such further assurances as Mortgagee may from time all to time reasonably consider necessary to create, perfectsecure payment of the Note, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for to secure performance by the purposes Mortgagor of the Uniform Commercial Code as to all or any part terms, covenants and provisions hereof. Upon the occurrence of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default under this Mortgage, the Mortgagee, pursuant to the appropriate provisions of the Code, shall occur, Mortgageehave the right, in addition to any all other rights and remedies which it may haverights, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee proceed with respect to the Collateral sent to Mortgagor in accordance with its rights and remedies as a Secured Party under the provisions hereof at least five Code. The parties agree that, in the event the Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (510) days prior to such action, written notice of the sale of the Collateral shall constitute commercially be reasonable notice to Mortgagornotice. The proceeds reasonable expenses of any disposition of retaking, holding, preparing for sale, selling and the Collateral, or any part thereof, may be applied like incurred by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsinclude, but shall not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor shall, promptly after requestfrom time to time, executeon request of the Mortgagee, file deliver to the Mortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessaryrepresents that all Collateral now is, and shall pay that all expenses and fees in connection with the filing and recording replacements thereof, it being understood substitutions therefor or additions thereto, unless the Mortgagee otherwise consents, will be, free and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or clear of any other rights in the Mortgaged Property (and in conjunction therewithliens, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action encumbrances or proceeding)security interests.
Appears in 1 contract
Sources: Mortgage and Security Agreement (BitNile Holdings, Inc.)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein and subject to the rights of tenant under the Percentage Lease and the terms and provisions thereof, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such financing statements change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and such further assurances remedies as Mortgagee may from time to time reasonably consider necessary to createprescribed in this Mortgage, perfector as prescribed by general law, and preserve or as prescribed by any applicable Uniform Commercial Code, all at Mortgagee’s security interest herein grantedelection. This Mortgage shall also constitute a “fixture filing” for the purposes Any disposition of the Uniform Commercial Code as Collateral following the occurrence and continuance of an Event of Default may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property Debt. Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneysMortgagee shall give Mortgagor at least ten (10) days’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: AHT RESIDENCE INN II LIMITED PARTNERSHIP ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are: WACHOVIA BANK, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).NATIONAL ASSOCIATION ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ PMB 35-123 Loan Number: ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Open End Mortgage and Security Agreement (Apple Hospitality Two Inc)
Security Agreement. (a) This Mortgage is both a real property mortgage Mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtIndebtedness, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 PARAGRAPH 27 the “Collateral”"COLLATERAL"). Mortgagor hereby agrees authorizes Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such file financing statements (and such further assurances as Mortgagee may from time to time reasonably consider necessary amendments thereto and continuations thereof) in order to create, perfect, preserve and preserve Mortgagee’s continue the security interest interest(s) herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to and shall cover all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageMortgagee upon request. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Loan No. 6518370 Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees' fees and disbursements, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such actionsale, disposition or action shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Indebtedness in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of any Mortgagor, such and Mortgagor shall notify hereby expressly authorizes Mortgagee thereof and promptly after Mortgagee’s request shall execute, to file and record record, at Mortgagor's sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s the lien of Mortgagee upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn addition, Mortgagor shall, shall promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, necessary and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, provided that no such additional documents shall increase Mortgagor’s the obligations of Mortgagor under the Note, this Mortgage and or the other Loan Documents. Mortgagor hereby irrevocably appoints grants to Mortgagee as its an irrevocable power of attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect .
(b) That portion of the Mortgaged Property consisting of personal property and equipment, shall be owned by Mortgagor and shall not be the subject matter of any interest lease or right therein, whether such proceeding affects title other transaction whereby the ownership or any beneficial interest in any of such property is held by any person or entity other rights in than Mortgagor nor shall Mortgagor create or suffer to be created any security interest covering any such property as it may from time to time be replaced, other than the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)security interest created herein.
Appears in 1 contract
Sources: Mortgage (Inland Western Retail Real Estate Trust Inc)
Security Agreement. (a) This Mortgage is both a real property mortgage Mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtIndebtedness, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 Paragraph 27 the “Collateral”“). Mortgagor hereby agrees authorizes Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such file financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary in order to create, perfect, preserve and preserve Mortgagee’s continue the security interest interest(s) herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to and shall cover all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageMortgagee upon request. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ feesfees and disbursements, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such actionsale, disposition or action shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Indebtedness in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of any Mortgagor, such and Mortgagor shall notify hereby expressly authorizes Mortgagee thereof and promptly after Mortgagee’s request shall execute, to file and record record, at Mortgagor's sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s the lien of Mortgagee upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn addition, Mortgagor shall, shall promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, necessary and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, provided that no such additional documents shall increase Mortgagor’s the obligations of Mortgagor under the Note, this Mortgage and or the other Loan Documents. Mortgagor hereby irrevocably appoints authorizes Mortgagee as its and grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect .
(b) That portion of the Mortgaged Property consisting of personal property and equipment, shall be owned by Mortgagor and shall not be the subject matter of any interest lease or right therein, whether such proceeding affects title other transaction whereby the ownership or any beneficial interest in any of such property is held by any person or entity other rights in than Mortgagor nor shall Mortgagor create or suffer to be created any security interest covering any such property as it may from time to time be replaced, other than the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)security interest created herein.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (FSP 303 East Wacker Drive Corp.)
Security Agreement. This Mortgage is both a real property mortgage Mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, ,it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, foregoing Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage is both shall constitute a real property mortgage Security Agreement and a “security agreement” "fixture filing" within the meaning of the Uniform Commercial CodeCode - Secured Transactions of the State of Texas, i.e., Chapter 9 of the Texas Business & Commerce Code (the "TXUCC") with respect to the portion of Mortgaged Property which constitutes personal property (the "Personal Property"), as the same may be in effect from time to time. The secured party is Mortgagee and the mailing address of the secured party is set forth above in this Mortgage. The debtor is Mortgagor and the mailing address of the debtor is set forth above in this Mortgage. This Mortgage indicates whether Mortgagor is an individual or an organization and if Mortgagor is an organization, its type of organization, jurisdiction of organization and organizational identification number, if any. Mortgagor is the record owner of the real property which comprises a portion of the Mortgaged Property includes and the improvements on such real property. Mortgagor certifies that it is organized under the laws of the State of Texas. Mortgagor hereby grants to Mortgagee a security interest in and to the Personal Property for the benefit of Mortgagee to secure the Obligations. Mortgagor irrevocably authorizes Mortgagee to file financing and continuation statements and other instruments with respect to the Personal Property without the signatures of Mortgagor whenever lawful and, upon request, Mortgagor shall also promptly execute financing and continuation statements and other instruments in form satisfactory to Mortgagee to further evidence, perfect and secure Mortgagee's security interest in the Personal Property, and shall pay, or at Mortgagee's election shall reimburse Mortgagee for, all filing fees in connection therewith, and any such payments by Mortgagee shall be secured by the lien of this Mortgage. Upon the occurrence of an Event of Default, Mortgagee will have all rights and remedies of a secured party after default under the TXUCC, and Mortgagee, pursuant to the TXUCC, as said TXUCC is currently constituted or may be hereafter amended, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the TXUCC shall not apply. To the extent permitted under the TXUCC, Mortgagor waives all rights of redemption and all other rights and interests, whether tangible or intangible in nature, remedies of Mortgagor in the Mortgaged Property. Mortgagor a debtor thereunder and all formalities prescribed by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property law relative to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion sale or disposition of the Mortgaged Personal Property so subject to after the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes occurrence of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition and to any all other rights and remedies which it may haveof Mortgagor with respect thereto. To the extent permitted by law, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the in exercising its right to take possession of the Collateral Personal Property upon the occurrence of an Event of Default, Mortgagee may enter upon the Mortgaged Property without being guilty of trespass or any part thereofother wrong-doing, and to take such without liability for damages thereby occasioned. To the extent any notice of sale or other measures as Mortgagee may deem necessary for the care, protection and preservation disposition of the Collateral. Upon request or demand of MortgageePersonal Property is required and cannot be waived, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder event Mortgagee elects to proceed with respect to the Collateral. Any Personal Property separately from the real property, Mortgagee need give no more than ten (10) days' notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition sale of the CollateralPersonal Property, or any part thereof, may which Mortgagor agrees to be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)commercially reasonable.
Appears in 1 contract
Sources: Mortgage, Deed of Trust and Security Agreement (Entergy Gulf States Louisiana, LLC)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage security interest hereunder, and, cumulative of all other rights and a “security agreement” within the meaning remedies of Mortgagee hereunder, Mortgagee shall have all of the rights and remedies of a secured party under any applicable Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to “Uniform Commercial Code” means the Uniform Commercial Code (said portion as now or hereafter in effect in the state where the Real Estate is located; provided that, in the event that, by reason of mandatory provisions of law, any or all of the Mortgaged Property so subject to attachment, perfection or priority of, or remedies with respect to, the Mortgagee’s security interest in any Collateral is governed by the Uniform Commercial Code being called as enacted and in this Section 18 effect in a jurisdiction other than such state, the term “Collateral”)Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. Mortgagor ▇▇▇▇▇▇▇▇▇ hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of ▇▇▇▇▇▇▇▇▇ to Mortgageeexecute and deliver and, in form and substance reasonably satisfactory if appropriate, to Mortgageefile with the appropriate filing officer or office such security agreements, such financing statements, continuation statements and such further assurances or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. ▇▇▇▇▇▇▇▇▇ hereby authorizes Mortgagee at any time and from time to time reasonably consider necessary to createfile any initial financing statements, perfectamendments thereto and continuation statements with or without the signature of Mortgagor as authorized by applicable law, as applicable to all or part of the Collateral. For purposes of such filings, ▇▇▇▇▇▇▇▇▇ agrees to furnish any information requested by the Mortgagee promptly upon request therefor by Mortgagee. Mortgagor also ratifies its authorization for the Mortgagee to have filed any like initial financing statements, amendments thereto or continuation statements, if filed prior to the date of this Mortgage. Except with respect to Rents and preserve Profits to the extent specifically provided herein or in the Assignment to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, endorsed to Mortgagee, without further notice from Mortgagee. ▇▇▇▇▇▇▇▇▇ agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, state of incorporation, state of organization or state of formation or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at Mortgagee’s security interest herein grantedelection. This Mortgage shall also constitute a “fixture filing” for the purposes Any disposition of the Uniform Commercial Code as Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Rate from the date incurred by Mortgagee until actually paid by ▇▇▇▇▇▇▇▇▇, shall be paid by ▇▇▇▇▇▇▇▇▇ on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property Debt. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Real Estate, or at a convenient place acceptable to designated by Mortgagee. If notice is required by law, Mortgagee shall give Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneysat least ten (10) days’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the CollateralProperty hereunder as is required under said Section 3.1(e). Furthermore, or any part thereof, may be applied by Mortgagee to the payment of extent permitted by law, in conjunction with, in addition to or in substitution for the Debt in such priority rights and proportions as remedies available to Mortgagee in its discretion shall deem proper. In the event of pursuant to any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such applicable Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).Code:
Appears in 1 contract
Sources: Mortgage and Security Agreement (Industrial Income Trust Inc.)
Security Agreement. This Mortgage is both shall constitute a real property mortgage and a “security agreement” within the meaning agreement under Article 9 of the Uniform Commercial CodeCode with respect to the Personal Property covered by this Mortgage. The Mortgaged Property includes both real and personal property and all other rights and interestsPursuant to the applicable Granting Clauses hereof, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in the Mortgaged Personal Property and in all additions and accessions thereto, substitutions therefor and proceeds thereof for the purpose of securing all Obligations now or hereafter secured by this Mortgage. The following provisions relate to such security interest:
(1) The Personal Property includes all now existing or hereafter acquired or arising equipment, inventory, accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, commercial tort claims, supporting obligations and general intangibles now or hereafter used or procured for use on the Premises or otherwise relating to the full extent that the Mortgaged Property may be subject Premises. If Mortgagor shall at any time acquire a commercial tort claim relating to the Uniform Commercial Code (said portion Premises, Mortgagor shall immediately notify Mortgagee in a writing signed by Mortgagor of the Mortgaged Property so subject brief details thereof and grant to Mortgagee a security interest therein and in the Uniform Commercial Code being called in this Section 18 the “Collateral”). proceeds thereof.
(2) Mortgagor hereby agrees to execute irrevocably authorizes Mortgagee at any time and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to createfile in any filing office in any Code jurisdiction any initial financing statements and amendments thereto either with or without Mortgagor’s signature thereto that (a) indicate the collateral as “all assets used or procured for use or otherwise relating to” the Premises or words of similar effect, perfector as being of equal or lesser scope or in greater detail, and preserve Mortgagee’s security interest herein granted. This to indicate the Premises as defined, or in a manner consistent with the term as defined, in this Mortgage shall also constitute a “fixture filing” and (b) contain any other information required by part 5 of Article 9 of the Code of the filing office for the purposes sufficiency or filing office acceptance of any initial financing statement or amendment, including whether Mortgagor is an organization, the Uniform Commercial type of organization and any organizational identification number issued to Mortgagor. Mortgagor agrees to provide any such information to Mortgagee promptly upon request. Mortgagor also ratifies its authorization for Mortgagee to have filed in any filing office in any Code as jurisdiction any like initial financing statements or amendments thereto if filed prior to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Codedate hereof. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default Mortgagor shall occur, pay to Mortgagee, in addition from time to any other rights and remedies which it may havetime, shall have and may exercise immediately and without upon demand, any and all rights costs and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing of any such initial financing statements and recording thereofamendments, including attorneys’ fees and all disbursements. If Such costs and expenses shall bear interest at the Increased Rate from the date paid by Mortgagee until the date repaid by Mortgagor and such costs and expenses together with such interest, shall be part of the Obligations and shall be secured by this Mortgage.
(3) Mortgagor shall any time and from time to time take such steps as Mortgagee may reasonably request for Mortgagee to obtain “control” of any Personal Property for which control is a permitted or required method to perfect or to insure priority of the security interest in such Personal Property granted hereby.
(4) Upon the occurrence of an Event of Default, Mortgagee shall require have the filing or recording rights and remedies of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations a secured party under the Note, Code as well as all other rights and remedies available at law or in equity or under this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five Mortgage.
(5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoingThis Mortgage also constitutes a fixture filing.
(6) If Mortgagor does not have an organizational identification number and later obtains one, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether forthwith notify Mortgagee of such proceeding affects title or any other rights organizational identification number.
(7) Terms defined in the Mortgaged Property (Code and not otherwise defined in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee this Mortgage have the same meanings in this Section 1.10D as are set forth in the Code. In the event Mortgagee that a term is a party to such action used in Article 9 of the Code and also in another Article of the Code, the term used in this Section 1.10D is that used in Article 9. The term “control”, as used in this Paragraph, has the meaning given in Section 9-104, 9-105, 9-106 or proceeding)9-107 of Article 9 of the Code, as applicable.
Appears in 1 contract
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve MortgageeLender’s security interest herein granted. This Mortgage Security Instrument shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of MortgageeLender’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, thereof it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorneyattomey-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as MortgagorBorrower’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Republic Property Trust)
Security Agreement. This Mortgage is both (a) Borrowers have agreed upon the occurrence of a real property mortgage and Financial Covenant Default, to grant Bank a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a continuing first Lien security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrowers' duties under the Mortgaged Property Loan Documents. An unsigned copy of the Security Agreement, in the form attached hereto as Exhibit B shall be held by Bank, along with financing statements to perfect Bank's security interest required pursuant to the full extent Code, until the occurrence of any Financial Covenant Default. At any time following the occurrence of a Financial Covenant Default, Bank may give written notice to Borrowers advising them that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees a Financial Covenant Default has occurred and requesting Borrowers to execute and deliver the Security Agreement. In the event that Borrowers fail to Mortgageeexecute and deliver the Security Agreement to Bank within three (3) Business Days after such notice, Bank shall have the right to execute the Security Agreement in the name of and on behalf of Borrowers pursuant to the power of attorney granted in Section 4.1(c) hereof. The date on which the Security Agreement is executed and delivered by Borrowers (or by Bank in the name of and on behalf of Borrowers pursuant to such power of attorney) shall be referred to as the "Lien Effective Date" with respect to the Collateral.
(b) In addition, Bank upon the occurrence of any Event of Default, may place a "hold" on any deposit account of any Borrower maintained with Bank or any Affiliate of Bank (the "Deposit Accounts") provided such "hold" shall be in an amount not to exceed the then outstanding Obligations (including the face amount of any Letters of Credit issued under this Agreement). An unsigned copy of the Account Control Agreement, in the form and substance reasonably satisfactory attached hereto as Exhibit C shall be held by Bank, until the occurrence of any Event of Default. At any time following the occurrence of an Event of Default, Bank may give written notice to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If Borrowers advising them that an Event of Default shall occurhas occurred and requesting Borrowers to execute and deliver the Account Control Agreement. In the event that Borrowers fail to execute and deliver the Account Control Agreement to Bank within three (3) Business Days after such notice, Mortgagee, in addition to any other rights and remedies which it may have, Bank shall have the right to execute the Account Control Agreement in the name of and may exercise immediately on behalf of Borrowers pursuant to the power of attorney granted in Section 4.1(c) hereof. The date on which the Account Control Agreement is executed and without demand, any delivered by Borrowers (or by Bank in the name of and all rights and remedies granted on behalf of Borrowers pursuant to a secured party upon default under such power of attorney) shall be referred to as the Uniform Commercial Code, including, without limiting "Lien Effective Date" with respect to the generality Deposit Accounts.
(c) In furtherance of the foregoing, each Borrower irrevocably appoints Bank as its lawful attorney upon (i) the right occurrence of any Financial Covenant Default (such date being called the "Lien Effective Date") and the failure of Borrowers to take possession of sign and return the Collateral or Security Agreement as provided in Section 4.1(a) hereof, to date and sign each Borrower's name on the Security Agreement and on any part thereof, and other documents necessary in Bank's reasonable discretion to take such other measures as Mortgagee may deem necessary for perfect the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the Bank's security interest in the Collateral and at Borrowers' expense record such financing statements in enforcing the rights hereunder with respect such jurisdictions as Bank deems appropriate to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to perfect its lien on the Collateral sent to Mortgagor in accordance with and (ii) the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds occurrence of any disposition Event of Default and the Collateralfailure of Borrowers to sign and return the Account Control Agreements as provided in Section 4.1(b) hereof, or any part thereofto date and sign each Borrower's name on the Account Control Agreement. Bank's appointment as each Borrower's attorney in fact, may and all of Bank's rights and powers, are coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank's obligation to provide Credit Extensions terminates.
(d) All security interests will be applied by Mortgagee to the payment of the Debt in such a first priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, subject to Permitted Liens and shall pay all expenses and fees in connection with the filing and recording thereofDeposit Accounts. If Mortgagee shall require this Agreement is terminated after a Financial Covenant Default or an Event of Default, as the filing or recording of additional Uniform Commercial Code forms or continuation statementscase may be, Mortgagor shall, promptly after request, execute, file Bank's Lien and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees security interest in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage Collateral and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall Deposit Accounts will continue until Borrowers fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)satisfy their Obligations.
Appears in 1 contract
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Grantor in the Mortgaged Property. Mortgagor Grantor by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeSecured Party, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code UCC (said such portion of the Mortgaged Property so subject to the Uniform Commercial Code UCC being called in this Section 18 paragraph the “Collateral”). Mortgagor hereby agrees The foregoing sentence is intended to execute grant in favor of Secured Party a first priority continuing lien and deliver security interest in all of the Collateral. Grantor authorizes Secured Party and its counsel to Mortgagee, file UCC financing statements in form and substance reasonably satisfactory to MortgageeSecured Party, describing the collateral as “all assets of Grantor, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof, including, without limitation, all fixtures on the Mortgaged Property” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Collateral described in this Security Instrument. Secured Party shall provide Grantor with copies of any financing statements filed by Secured Party in accordance with the immediately preceding sentence upon Grantor’s reasonable request therefor at Grantor’s cost and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein grantedexpense. This Mortgage Security Instrument shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to UCC. As such, this Security Instrument covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occuroccur and be continuing, MortgageeSecured Party, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial CodeUCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Secured Party may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeSecured Party, Mortgagor Grantor shall at its expense assemble the Collateral and make it available to Mortgagee Secured Party at a convenient place acceptable to MortgageeSecured Party. Mortgagor Grantor shall pay to Mortgagee on demand Secured Party within five (5) days after written request therefor, any and all reasonable out-of-pocket expenses, including legal expenses and reasonable attorneys’ feesfees and disbursements, incurred or paid by Mortgagee Secured Party in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Secured Party with respect to the Collateral Collateral, sent to Mortgagor Grantor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action, shall constitute commercially reasonable notice to MortgagorGrantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Secured Party to the payment of the Debt in such priority and proportions as Mortgagee Secured Party in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorGrantor, such Mortgagor Grantor shall notify Mortgagee Secured Party thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code UCC forms as are necessary to maintain the priority of MortgageeSecured Party’s lien upon and security interest in the Collateral, and shall pay all reasonable out-of-pocket expenses and fees in connection with the filing and recording thereof. If Mortgagee Secured Party shall reasonably require the filing or recording of additional Uniform Commercial Code UCC forms or continuation statements, Mortgagor Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code UCC forms or continuation statements as Mortgagee Secured Party shall reasonably deem necessary, and shall pay all reasonable out-of-pocket expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall in any material respect increase MortgagorGrantor’s obligations under the Note, this Mortgage and Loan Documents or decrease the other rights of Grantor under the Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Term Loan Agreement (GPAQ Acquisition Holdings, Inc.)
Security Agreement. (a) This Mortgage is both constitutes a real property mortgage and a “security agreement” agreement within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Code as enacted this date in the Mortgaged PropertyState of Florida (the "Uniform Commercial Code"). Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, Mortgagee a security interest in all that property included in the Mortgaged Property to which might otherwise be deemed "personal property", including, but not limited to, all fixtures, building equipment, and building machinery, and all other property used or useable in connection with the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code Property, whether now owned or hereafter acquired by Mortgagor, and all substitutions, accretions and component parts, rep▇▇▇▇▇▇▇▇▇ thereof, and additions thereto and all cash and non-cash proceeds thereof.
(said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). b) Mortgagor hereby agrees to execute shall execute, deliver, file and deliver to Mortgageerefile any financing statements, in form and substance reasonably satisfactory to Mortgageecontinuation statements, such financing statements and such further assurances as or other security agreements Mortgagee may require from time to time reasonably consider necessary to createconfirm the lien of this Mortgage with respect to such property. Without limiting the foregoing, perfectMortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for ▇▇▇▇▇▇▇▇▇ to execute, deliver and preserve file such instruments for and on behalf of Mortgagor. Mortgagor shall pay, or at Mortgagee’s security interest herein granted's election shall reimburse Mortgagee for, all filing fees in connection therewith. This Mortgage Mortgagor shall also constitute a “fixture filing” not change its principal place of business without giving Mortgagee at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements executed by Mortgagor in the same form as the financing statements delivered to M▇▇▇▇▇▇▇▇ on the Effective Date hereof except for the purposes change of the Uniform Commercial Code as to all or address.
(c) Upon any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default hereunder or under the Note, Mortgagee shall occur, Mortgageehave, in addition to any other rights and remedies which it may havehereunder or under the Note, shall have and may exercise immediately and without demand, any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder Code with respect to such personal property. To the Collateral. Any notice of saleextent permitted by law, disposition or other intended action by Mortgagor and Mortgagee with respect to agree that the Collateral sent to Mortgagor in accordance with items set forth on the provisions hereof at least five (5) days prior to such action, financi▇▇ ▇▇▇▇▇▇ents shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition be treated as part of the Collateral, or any part thereof, may be applied by Mortgagee to the payment real estate and improvements regardless of the Debt fact that such items are set forth in such priority and proportions as Mortgagee the financing statements. Such items are contained in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary financing statements to maintain the priority of Mortgagee’s lien upon and create a security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording favor of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party such items are determined to such action or proceeding)be personal property under the law.
Appears in 1 contract
Security Agreement. This Mortgage is both and shall be deemed to be a real property mortgage and a “security agreement” within agreement under the meaning of the New York State Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in Code with respect to the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage the Mortgagee shall also constitute have all the rights of a “fixture filing” for the purposes of the Uniform Commercial Code as secured party thereunder with respect to all or any that part of the Mortgaged Property which now that constitutes personal property subject thereto (sometimes referred to herein as the “Secured Property”). Upon request by the Mortgagee, the Debtor shall execute and deliver to the Mortgagee any security agreement, financing or hereafter constitute “fixtures” continuation statement or other document the Mortgagee reasonably deems necessary to protect or perfect its lien on the Mortgaged Property. If the Debtor shall default under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, the Mortgagee, in addition to any other rights and remedies which that it may have, shall have and may exercise immediately and without demand, demand any and all rights and remedies granted to a secured party upon default under the New York State Uniform Commercial Code, including, without limiting the generality of the foregoing, including the right to take possession of the Collateral Secured Property or any part thereof or indicia thereof, and to take such other measures as the Mortgagee may deem necessary for the care, protection and preservation of the CollateralSecured Property. Upon request or demand of the Mortgagee, Mortgagor the Debtor shall at its expense assemble the Collateral Secured Property and make it available to the Mortgagee at a convenient place acceptable to the Mortgagee. Mortgagor The Debtor shall pay to the Mortgagee on demand any and all expenses, including reasonable legal expenses and attorneys’ feesfees and expenses, incurred or paid by the Mortgagee in protecting the its interest in the Collateral Secured Property and in enforcing the its rights hereunder with respect to the CollateralSecured Property. Any notice of sale, disposition other disposition, or other intended action by the Mortgagee with respect to the Collateral Secured Property sent to Mortgagor the Debtor in accordance with the provisions hereof of this Mortgage at least seven (7) days prior to the date of any such sale, other disposition, or other intended action set forth or specified in the notice shall conclusively be deemed to be commercially reasonable within the meaning of the New York State Uniform Commercial Code unless objected to in writing by the Debtor within five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagorafter receipt by the Debtor of the notice. The proceeds of any sale or other disposition of the CollateralSecured Property, or any part thereof, may shall be applied by Mortgagee to the payment of the Debt Obligations as provided in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Section 6.17.
Appears in 1 contract
Sources: Loan Agreement (Acadia Realty Trust)
Security Agreement. (a) This Mortgage is both constitutes a real property mortgage and a “security agreement” within agreement under the meaning of the New Jersey Uniform Commercial Code. The Mortgaged Property includes both real Code and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, creates a security interest in the Mortgaged Property to the full extent that personal property included in the Mortgaged Property may be subject to and the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)proceeds thereof. Mortgagor hereby agrees represents and warrants that all such personal property (other than personal property of individual tenants) is owned by Mortgagor free and clear of all security interests, and all such personal property and replacements of, substitutions for and additions to execute such personal property shall be owned (and deliver to Mortgageenot leased) by Mortgagor free and clear of all security interests. Mortgagor shall execute, in form deliver, file and substance reasonably satisfactory to Mortgagee, such refile any financing statements and such further assurances as or other security agreements Mortgagee may require from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for confirm the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph lien of this MortgageMortgage with respect to such property. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without Without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factfact for Mortgagor to execute, coupled with an interest upon deliver and file such instruments for and on behalf of Mortgagor’s failure to do so within five (5) Business Days after request by . Mortgagee, pursuant to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgageeprovisions of the Code, as Mortgagor’s attorney-in-fact, in connection shall have an option to proceed with respect to both the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear real property and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights personal property included in the Mortgaged Property in accordance with its rights, powers and remedies with respect to the real property, in which event the default provisions of the Code shall not apply. The parties agree that if Mortgagee shall elect to proceed with respect to the personal property separately from the real property, fifteen (15) days' notice of the sale of the personal property shall constitute reasonable notice. The expenses of retaking, holding, preparing the sale, selling and in conjunction therewiththe like incurred by Mortgagee shall include, but not be limited to, attorneys' fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the prior written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Mortgaged Property any of the personal property, except that so long as no Event of Default has occurred hereunder, Mortgagor shall fully cooperate with Mortgagee be permitted to sell or otherwise dispose of the personal property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the event Mortgagee operation of the Mortgaged Property, but only upon replacing the same or substituting for the same other personal property at least equal in value and utility to the initial value and utility of that disposed of and in such a manner that such replacement or substituted personal property
(b) The Mortgaged Property includes goods which are or are to become fixtures and this Mortgage is intended to serve as a party to such action or proceeding)fixture filing under Section 9-313 of the New Jersey Uniform Commercial Code.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Brandywine Realty Trust)
Security Agreement. This Mortgage Security Instrument is both a real property leasehold mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Grantor in the Mortgaged Property. Mortgagor Grantor by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeBeneficiary, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor Grantor hereby agrees authorizes Beneficiary to execute prepare and deliver to Mortgageefile, in form and substance reasonably satisfactory to MortgageeBeneficiary, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Beneficiary may from time to time time, reasonably consider necessary to create, perfect, and preserve MortgageeBeneficiary’s security interest herein granted. This Mortgage Security Instrument shall also constitute be effective as a “fixture filing” for the purposes of the Uniform Commercial Code as to all property which is or any part of the Mortgaged Property which now or hereafter constitute “is to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeBeneficiary, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeBeneficiary, Mortgagor Grantor shall at its expense assemble the Collateral and make it available to Mortgagee Beneficiary at a convenient place acceptable to MortgageeBeneficiary. Mortgagor Grantor shall pay to Mortgagee Beneficiary on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Collateral sent to Mortgagor Grantor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to MortgagorGrantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the Debt Obligations in such priority and proportions as Mortgagee Beneficiary in its discretion shall deem proper. Grantor shall promptly advise Beneficiary of the accrual of any commercial tort claims involving the Property. In the event of any change in name, identity identity, structure, or structure jurisdiction or form of any Mortgagororganization of Borrower or Grantor, such Mortgagor Grantor and/or Borrower shall notify Mortgagee thereof Beneficiary thereof, and promptly after Mortgagee’s request Beneficiary shall execute, be authorized to prepare and file and record such Uniform Commercial Code forms as are Beneficiary may deem necessary to maintain the priority of MortgageeBeneficiary’s lien upon and security interest in the Collateral, and Borrower or Grantor shall pay all expenses and fees in connection with such filing. Beneficiary shall also be authorized to prepare and file such other additional Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and Borrower or Grantor shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Grantor and Borrower hereby irrevocably appoints Mortgagee appoint Beneficiary as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeBeneficiary, as MortgagorGrantor’s and Borrower’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Grantor and Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Grantor and Borrower shall fully cooperate with Mortgagee Beneficiary in the event Mortgagee Beneficiary is a party to such action or proceeding).
Appears in 1 contract
Sources: Leasehold Indemnity Deed of Trust and Security Agreement (Columbia Equity Trust, Inc.)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, shall constitute a security interest agreement as defined in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion “Code”). Any equipment or fixtures installed in or used in the Premises are to be used by the Mortgagor solely for Mortgagor’s business purposes or as the equipment and fixtures leased or furnished by the Mortgagor, as landlord, to tenants of the Mortgaged Property so subject Premises and such equipment or fixtures will be kept at the buildings on the Premises and will not be removed therefrom without the consent of the Mortgagee and may be affixed to such buildings but will not be affixed to any other real estate. The remedies of the Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code being called shall not be construed as a waiver of any of the other rights of the Mortgagee including having any non-realty items of the Premises deemed part of the realty upon any foreclosure thereof. If notice to any party of the intended disposition of the Premises is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the real property or may be given by private notice if such parties are known to Mortgagee. Neither the grant of a security interest pursuant to this Section 18 Mortgage nor the “Collateral”)filing of a financing statement pursuant to the Code shall ever impair the stated intention of this Mortgage that all Personal Property, Rents, Leases and Profits and Judgments and Awards comprising the Premises and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the real property mortgaged hereunder irrespective of whether such item is physically attached to the real property or any such item is referred to or reflected in a financing statement. Mortgagor hereby agrees to execute and will on demand deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such all financing statements and such further assurances as Mortgagee that may from time to time reasonably consider necessary be required by Mortgagee to create, perfect, establish and preserve perfect the priority of Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights Premises and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting connection with the interest renewal or extensions of any financing statements executed in connection with the Collateral Premises; and in enforcing the rights hereunder with respect to the Collateral. Any shall give advance written notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any proposed change in Mortgagor’s name, identity or structure of any Mortgagor, and will execute and deliver to Mortgagee prior to or concurrently with such Mortgagor shall notify change all additional financing statements that Mortgagee thereof may require to establish and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain perfect the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)interest.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Talon Real Estate Holding Corp.)
Security Agreement. This Mortgage is constitutes both a real property mortgage and a “"security agreement” " and a "fixture filing," within the meaning of the Uniform Commercial Code. The , and the Mortgaged Property includes both real and personal property and all other rights and interestsinterest, whether tangible or intangible in nature, of the Mortgagor in the Mortgaged Property. The Mortgagor by executing and delivering this Mortgage has granted and hereby grants to the Mortgagee, as security for the Debt, a security interest in the Mortgaged Property Equipment. The Mortgagor hereby authorizes the Mortgagee or its agents or assigns, to execute and file, without the full extent that signature of the Mortgagor, one or more UCC-1 Financing Statements for the purpose of perfecting such security interest, if permitted under the laws of the state wherein the Mortgaged Property may be subject to is located. If the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” default under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of Note or this Mortgage. If an Event of Default shall occur, the Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral Equipment or any part thereof, and to take such other measures as the Mortgagee may deem necessary for the care, protection and preservation of the CollateralEquipment. Upon request or demand of the Mortgagee, the Mortgagor shall at its expense assemble the Collateral Equipment and make it available to the Mortgagee at a convenient place acceptable to the Mortgagee. The Mortgagor shall pay to the Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by the Mortgagee in protecting the its interest in the Collateral Equipment and in enforcing the its rights hereunder with respect to the CollateralEquipment. Any notice of sale, disposition or other intended action by the Mortgagee with respect to the Collateral Equipment sent to the Mortgagor in accordance with the provisions hereof of this Mortgage at least seven (7) days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to the Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by the Mortgagor within five (5) days prior to after receipt by the Mortgagor of such action, shall constitute commercially reasonable notice to Mortgagornotice. The proceeds of any sale or disposition of the CollateralEquipment, or any part thereof, may be applied by the Mortgagee to the payment of the Debt in such order, priority and proportions as the Mortgagee in its discretion shall deem proper. In the event of If any change shall occur in the Mortgagor's name, identity or structure of any Mortgagor, such the Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall executecause to be filed at its own expense, file and record such new financing statements as required under the Uniform Commercial Code forms as are necessary to maintain replace those on file in favor of the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements and such without further assurances as notice from Mortgagee. Mortgagor agrees to furnish Mortgagee may from time to time reasonably consider necessary to createwith notice of any change in the name, perfectidentity, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial CodeDebt. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, Mortgagee shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession enter upon the Premises and the Improvements or any real property where any of the Collateral or any part thereof, and is located to take such other measures as Mortgagee may deem necessary for possession of, assemble and collect the caresame or Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of 35 37 notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: c/o First Union Real Estate Equity and in conjunction therewithMortgage Investments 551 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, Mortgagor shall fully cooperate with ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇e name and address of Mortgagee in the event Mortgagee is a party to such action or proceeding).(as Secured Party under any applicable Uniform Commercial Code) are: First Union National Bank One First Union Center DC6 Char▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Mortgage and Security Agreement (First Union Real Estate Equity & Mortgage Investments)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”). Mortgagor Borrower hereby agrees authorizes Lender to execute prepare and deliver to Mortgageefile, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve MortgageeLender’s security interest herein granted. This Mortgage Security Instrument shall also constitute be effective as a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now is or hereafter constitute “is to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. Borrower shall promptly advise Lender of the accrual of any commercial tort claims involving the Property. In the event of any change in name, identity identity, structure, or structure jurisdiction or form of organization of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request Lender shall execute, be authorized to prepare and file and record such Uniform Commercial Code forms as are Lender may deem necessary to maintain the priority of MortgageeLender’s lien upon and security interest in the Collateral, and Borrower shall pay all expenses and fees in connection with such filing. Lender shall also be authorized to prepare and file such other additional Uniform Commercial Code forms or continuation statements as Lender shall deem necessary, and Borrower shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as MortgagorBorrower’s attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument, if Borrower shall fail to promptly comply with the provisions of this Section 12.1 after notice by Lender. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 section the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “fixtures” under are to become fixtures on the Uniform Commercial CodePremises. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoinglimitation, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. ▇▇▇▇▇▇▇▇▇'s principal place of business shall at all times that the Debt is outstanding be as set forth in the first paragraph of this Mortgage. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor ▇▇▇▇▇▇▇▇▇ shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Loan Agreement (Emeritus Corp\wa\)
Security Agreement. This Mortgage constitutes a security agreement ------------------ between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements and such without further assurances as notice from Mortgagee. Mortgagor agrees to furnish Mortgagee may from time to time reasonably consider necessary to createwith notice of any change in the name, perfectidentity, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes corporate structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any default hereunder not cured within any applicable grace or cure period, Mortgagee shall have the rights and remedies as prescribed in the Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property indebtedness evidenced by the Loan Agreement. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Cardiac Control Systems, Inc. Three ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are: Coast Business Credit ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Mortgage and Security Agreement (Cardiac Control Systems Inc)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may reasonably request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any change in the name, identity, organizational structure, residence, or principal place of, business or mailing address of Mortgagor within ten (10) days (or thirty (30) days, if the change is a change of principal place of business or mailing address and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for place or address remains within the purposes County of New York) of the effective date of any such change. Upon an Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” indebtedness evidenced by the Note. Subject to the rights of tenants under the Uniform Commercial Code. Information concerning Leases, Mortgagee shall have the right to enter upon the Land and the Improvements or any real property where any of the property which is the subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Land, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole or in parts, as determined by Mortgagee in its sole discretion; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: ▇▇▇▇(NH)QRS 16-3, INC. c/o W.P. ▇▇▇▇▇ & Co. LLC, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are: CIBC INC., Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).Delaware corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Attn: Real Estate Finance Group ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Mortgage and Security Agreement (Corporate Property Associates 16 Global Inc)
Security Agreement. This Mortgage is both a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtLiabilities, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor ▇▇▇▇▇▇▇▇▇ hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall shall, at its expense expense, assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Liabilities in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor▇▇▇▇▇▇▇▇▇’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor▇▇▇▇▇▇▇▇▇’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor ▇▇▇▇▇▇▇▇▇ shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Except with respect to Rents and Profits to the extent specifically provided herein to the contrary, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements and such without further assurances as notice from Mortgagee. Mortgagor agrees to furnish Mortgagee may from time to time reasonably consider necessary to createwith notice of any change in the name, perfectidentity, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon an Event of Default, Mortgagee shall have the rights and remedies as prescribed in the Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's attorneys' fees and legal expenses) together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property indebtedness evidenced by the Note. Mortgagee shall have the right to enter upon the Real Estate and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon demand of MortgageeMortgages, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Real Estate, a place which is hereby deemed to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of sale, disposition the time and place of any public sale of such property or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Property may, at the option of Mortgagee, be sold as a whole or in parts, as determined by Mortgagee in its sole discretion; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: USA Detergents, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are; 101 Realty Associates, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).L.L.C. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Mortgage and Security Agreement (Usa Detergents Inc)
Security Agreement. This Mortgage is both a real property mortgage deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Prime Retail Inc)
Security Agreement. (a) This Mortgage is both hereby made and declared to be a real property mortgage security agreement encumbering the Fixtures, and a “security agreement” within the meaning Mortgagor grants to the Mortgagee, for the benefit of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtSecured Parties, a security interest in the Mortgaged Property Fixtures. The Mortgagor grants to the full extent Mortgagee, for the benefit of the Secured Parties, all of the rights and remedies of a secured party under the laws of the state in which the Premises are located. A financing statement or statements reciting this Mortgage to be a security agreement with respect to the Fixtures may be appropriately filed by the Mortgagee (provided, however, that the Mortgaged Property may be subject Mortgagee shall have no obligation to make any such filing).
(b) This Mortgage constitutes a fixture filing and financing statement as those terms are used in the Uniform Commercial Code (said portion of the Mortgaged Property so subject State of New York or, if the creation, perfection or enforcement of any security interest herein is governed by the laws of a state other than the State of New York, then, as to the matter in question, the Uniform Commercial Code being called in this Section 18 effect in that state (collectively, the “CollateralUCC”). The Mortgagor hereby agrees to execute and deliver to Mortgageewarrants that, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part date hereof, the name and address of the Mortgaged Property “Debtor” (which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties Mortgagor) are as set forth in the first paragraph preamble of this Mortgage and a statement indicating the types, or describing the items, of collateral is set forth hereinabove. The Mortgagor warrants that the Mortgagor’s exact legal name is correctly set forth in the preamble of this Mortgage. If an Event The Mortgagee shall be deemed to be the “Secured Party” with the address as set forth in the preamble of Default shall occur, Mortgagee, in addition to any other rights this Mortgage and remedies which it may have, shall have and may exercise immediately and without demand, any and all the rights and remedies granted to of a secured party upon default under the Uniform Commercial Code, including, without limiting UCC.
(c) This Mortgage will be filed in the generality real property records.
(d) As of the foregoingdate hereof, the right to take possession Mortgagor is a [______________] organized under the laws of the Collateral or any part thereofState of [______________], and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee organizational identification number is a party to such action or proceeding)[______________]8.
Appears in 1 contract
Sources: Notes Collateral Agreement (Cornerstone Building Brands, Inc.)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, from and after an Event of Default and subject to the Cash Management Agreement (as hereinafter defined) Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Mortgaged Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, such financing statements and such without further assurances as notice from Mortgagee. Mortgagor agrees to furnish Mortgagee may from time to time reasonably consider necessary to createwith notice of any change in the name, perfectidentity, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes organizational structure, residence, or principal place of business or mailing address of Mortgagor within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Mortgagee shall have the rights and remedies as prescribed in this Mortgage, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code as Code, all at Mortgagee's election. Any disposition of the Collateral may be conducted by an employee or agent of Mortgagee. Any person, including both Mortgagor and Mortgagee, shall be eligible to purchase any part or all of the Collateral at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Mortgagee's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on demand and shall be secured by this Mortgage and by all of the other Loan Documents securing all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under Debt. Upon the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses occurrence of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occurDefault, Mortgagee, in addition to any other rights and remedies which it may have, Mortgagee shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession enter upon the Premises and the Improvements or any real property where any of the Collateral or any part thereof, and is located to take such other measures as Mortgagee may deem necessary for possession of, assemble and collect the caresame or to render it unusable, protection and preservation of the Collateral. Upon request or Mortgagor, upon demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any shall give Mortgagor at least ten (10) days' prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Mortgaged Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Mortgagee pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, the Mortgaged Property may, at the option of Mortgagee, be sold as a whole; and
(b) It shall not be necessary that Mortgagee take possession of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of the Debt in such priority this Section is conducted and proportions as Mortgagee in its discretion it shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are not be necessary to maintain the priority of Mortgagee’s lien upon and security interest in the that said Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood and agreed, however, that no be present at the location of such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints sale; and
(c) Mortgagee may appoint or delegate any one or more persons as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure agent to do so within five (5) Business Days after request perform any act or acts necessary or incident to any sale held by Mortgagee, to file with including the appropriate public office on its behalf any financing or other statements signed only by Mortgageesending of notices and the conduct of the sale, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights but in the Mortgaged Property name and on behalf of Mortgagee. The name and address of Mortgagor (as Debtor under any applicable Uniform Commercial Code) are: Polaris Center, LLC c/o Glimcher Properties Limited Partnership ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ The name and in conjunction therewithaddress of Mortgagee (as Secured Party under any applicable Uniform Commercial Code) are: First Union National Bank One First Union Center, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).DC6 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Open End Mortgage and Security Agreement (Glimcher Realty Trust)
Security Agreement. This Mortgage Security Instrument is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor Borrower hereby agrees with Lender to execute and deliver to MortgageeLender, in form and substance reasonably satisfactory to MortgageeLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with the filing and recording thereof, and such further assurances as Mortgagee Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s Lender's security interest herein granted. This Mortgage Security Instrument shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to ▇▇▇▇▇▇ GUARANTY TRUST COMPANY such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt Obligations in such priority and proportions as Mortgagee Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee thereof Lender thereof, and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s Lender's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, thereof it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Borrower's obligations under the Note, this Mortgage Security Instrument and the other Other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as Mortgagor’s Borrower's attorney-in-fact, in connection with the Collateral covered by this MortgageSecurity Instrument. Notwithstanding the foregoing, Mortgagor Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Borrower shall fully cooperate with Mortgagee Lender in the event Mortgagee Lender is a party to such action or proceeding).
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (First Potomac Realty Trust)
Security Agreement. This With respect to all Personalty, Fixtures and other collateral constituting a part of the Mortgaged Property, this Mortgage is both a real property mortgage and shall also constitute a “security agreement” within the meaning of, and shall create a security interest under, the State UCC and any other applicable UCC, and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of further securing payment and performance of the Uniform Commercial Code. The Mortgaged Property includes both real Mortgage Obligations, Mortgagor hereby grants to Mortgagee a security interest and lien in all rights, titles, and interests now owned or hereafter acquired by Mortgagor in all Personalty, Fixtures and other personal property and all other rights and interests, whether tangible or intangible in nature, collateral constituting a part of Mortgagor in the Mortgaged Property. Mortgagor by executing As to Personalty and delivering this Mortgage has granted and hereby grants to MortgageeFixtures, as security for the Debtgrant, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfecttransfer, and preserve Mortgagee’s security interest herein granted. This Mortgage assignment provisions of this Article III shall also constitute a “fixture filing” for control over the purposes grant in trust provision, if any, of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph Section 2.1 of this Mortgage. If an Event of Default shall occurMortgagor represents and warrants that, Mortgageeexcept for any financing statement filed by Mortgagee or in connection with Permitted Encumbrances, no presently effective financing statement covering Mortgagor’s right, title or interest in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral Personalty or Fixtures or any part thereof, has been filed with any filing officer, and to take such no other measures as Mortgagee may deem necessary for the caresecurity interest has attached or has been perfected in Mortgagor’s right, protection and preservation of the Collateral. Upon request title or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition Personalty or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, Fixtures or any part thereof, may be applied by . Mortgagor authorizes Mortgagee to the payment of the Debt in such priority file, and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary from time to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so time within five ten (510) Business Days business days after request by Mortgagee, to file with the appropriate public office on its behalf execute, acknowledge and deliver any financing statement, renewal, affidavit, certificate, continuation statement or other statements signed document as Mortgagee may reasonably request in order to evidence, perfect, preserve, continue, extend or maintain this security agreement and the security interest created hereby as a First Priority Lien on the Personalty and Fixtures, subject only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with to the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Permitted Encumbrances.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Gramercy Property Trust Inc.)
Security Agreement. This Mortgage Deed of Trust is both a real property mortgage deed of ------------------ trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Trustor in the Mortgaged Property. Mortgagor Trustor by executing and delivering this Mortgage Deed of Trust has granted and hereby grants to MortgageeBeneficiary, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “"Collateral”"). Mortgagor Trustor hereby agrees to execute and ---------- deliver to MortgageeBeneficiary, in form and substance reasonably satisfactory to MortgageeBeneficiary, such financing statements and such further assurances as Mortgagee Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s Beneficiary's security interest herein granted. This Mortgage Deed of Trust shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “"fixtures” " under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageDeed of Trust. If an Event of Default shall occur, MortgageeBeneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of MortgageeBeneficiary, Mortgagor Trustor shall at its expense assemble the Collateral and make it available to Mortgagee Beneficiary at a convenient place reasonably acceptable to MortgageeBeneficiary. Mortgagor Trustor shall pay to Mortgagee Beneficiary on demand any and all expenses, including reasonable legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Collateral sent to Mortgagor Trustor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to MortgagorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the Debt in such priority and proportions as Mortgagee Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorTrustor, such Mortgagor Trustor shall notify Mortgagee Beneficiary thereof and promptly after Mortgagee’s Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s Beneficiary's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Beneficiary shall deem reasonably necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s Trustor's obligations under the Note, this Mortgage Deed of Trust and the other Loan Documents. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, coupled with an interest upon Mortgagor’s Trustor's failure to do so within five ten (510) Business Days after request by MortgageeBeneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeBeneficiary, as Mortgagor’s Trustor's attorney-in-fact, in connection with the Collateral covered by this MortgageDeed of Trust. Notwithstanding the foregoing, Mortgagor Trustor shall appear and defend Trustor's interests in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor Trustor shall fully cooperate with Mortgagee Beneficiary in the event Mortgagee Beneficiary is a party to such action or proceeding).
Appears in 1 contract
Sources: Deed of Trust (Ventas Inc)
Security Agreement. (a) This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. .
(b) If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) business days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and any of the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Cedar Income Fund LTD /Md/)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the DebtObligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage All or part of the Mortgaged Property is or is to become "FIXTURES" as defined in the Uniform Commercial Code, and this Mortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a “fixture filing” "FIXTURE FILING" for the purposes of the Uniform Commercial Code as to all or any part upon such of the Mortgaged Property which now that is or hereafter constitute “may become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. Mortgagor's chief executive office and principal place of business is the Mortgagor's address set forth in the first paragraph of this Mortgage, and the place where Mortgagor's books and records in respect of where the Mortgaged Property is located are kept is the address of Mortgagor set forth in the first paragraph of this Mortgage. If an Event of Default shall occuroccur which shall remain uncured, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limiting limitation, to the generality of the foregoingextent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand therefor any and all expensesreasonable expenses (including, including without limitation, reasonable legal expenses and attorneys’ ' fees, ) incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) business days prior to such actionaction or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt Obligations in such priority and proportions as Mortgagee shall determine in its discretion shall deem propersole discretion. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and and, promptly after Mortgagee’s request request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Mortgagor’s 's obligations under the Note, this Mortgage and or the other Loan Relevant Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any UCC financing statements (or other statements related documents) signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding , such appointment to terminate upon the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)release of this Mortgage.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Discovery Zone Inc)
Security Agreement. (a) This Mortgage is both a real property mortgage or deed of trust and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time time, reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted.
(b) The grant of a security interest to Mortgagee in the granting clause of this Mortgage shall not be construed to derogate from or impair the lien or provisions of or the rights of Mortgagee under this Mortgage with respect to any property described therein which is real property or which the parties have agreed to treat as real property. The hereby stated intention of Mortgagor and Mortgagee is that everything used in connection with the production of income from such real property or adapted for use thereon is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property, irrespective of whether or not the same is physically attached to the Premises and/or Improvements.
(c) This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all Code. All or any part of the Mortgaged Property which now are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. .
(d) If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it they may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. .
(e) In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s ▇▇▇▇▇▇▇▇▇'s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor ▇▇▇▇▇▇▇▇▇ shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects effects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage is both (a) Mortgagor (as Debtor) hereby grants to Mortgagee (as Creditor and Secured Party) a real property mortgage and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and interest in all personal property and fixtures described in the section of this Mortgage entitled "The Mortgaged Property" and in any and all other rights and interests, whether tangible personal property or intangible in nature, fixtures now or hereafter constituting part of Mortgagor in the Mortgaged Property. Mortgagor by executing This Mortgage is a self-operative security agreement and delivering this Mortgage has granted and hereby grants to Mortgagee, as security fixture filing for the Debt, purpose of creating and perfecting a security interest in all such personal property and fixtures. In addition to all rights and remedies specified in this Mortgage, Mortgagee shall have all the Mortgaged Property to the full extent that the Mortgaged Property may be subject to rights and remedies of a secured party under the Uniform Commercial Code and other applicable law.
(said portion b) It is hereby expressly declared and agreed that, to the extent permitted by law, all items of Equipment, all accessions, renewals, substitutions and replacements thereof and thereto and all other items included in the Mortgaged Property so subject are, and at all times and for all purposes shall be deemed to be, part and parcel of the real property encumbered by this Mortgage and appropriated to the Uniform Commercial Code being called use of such real property, whether or not any such item is affixed or annexed to such real property and whether or not any such item is or shall be identified by serial number or otherwise referred to or reflected in any recital or list contained in this Mortgage or in any financing statement filed or recorded in connection herewith. Neither anything set forth in this Section 18 nor the “Collateral”)filing or recording of any such financing statement in the records for personal property security interests shall be construed as in any way derogating from or otherwise impairing the effectiveness of the aforesaid declaration. Mortgagor hereby agrees The mention in any such financing statement of any particular item included in the Mortgaged Property shall not be construed as in any way altering the rights of Mortgagee with respect thereto pursuant to execute this Mortgage or the priority of the lien of this Mortgage with respect thereto. Any and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, all such financing statements and such further assurances as Mortgagee may from time are intended to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” be for the purposes protection of Mortgagee in the event that any court shall determine that the priority of the Uniform Commercial Code as lien of this Mortgage with respect to all or any part of the Mortgaged Property which now requires the recording or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses filing of the parties set forth notice in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary records for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and personal property security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)interests.
Appears in 1 contract
Sources: Open End Mortgage Deed and Security Agreement (Griffin Land & Nurseries Inc)
Security Agreement. This Mortgage is both a real property ------------------ mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “"Collateral”"). Mortgagor hereby agrees to execute and ---------- deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “"fixtures” " under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place reasonably acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s 's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem reasonably necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s 's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s 's failure to do so within five ten (510) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s 's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend Mortgagor's interests in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Ventas Inc)
Security Agreement. This Mortgage constitutes a security agreement between Mortgagor and Mortgagee with respect to the Collateral in which Mortgagee is both granted a real property mortgage and a “security agreement” within the meaning interest hereunder, and, cumulative of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsremedies of Mortgagee hereunder, whether tangible or intangible in nature, Mortgagee shall have all of Mortgagor in the Mortgaged Property. Mortgagor by executing rights and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, remedies of a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the secured party under any applicable Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”)Code. Mortgagor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor to execute and deliver and, if appropriate, to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Mortgagee may request or require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. To the extent specifically provided herein, Mortgagee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash rather than property, which are now or hereafter a part of the Property, and Mortgagor shall promptly deliver the same to Mortgagee, in form and substance reasonably satisfactory endorsed to Mortgagee, without further notice from Mortgagee. Mortgagor agrees to furnish Mortgagee in writing with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Mortgagor ten (10) days prior to the effective date of any such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to createchange. Expenses of retaking, perfectholding, and preserve preparing for sale, selling or the like (including, without limitation, Mortgagee’s security reasonable attorneys’ fees and legal expenses), together with interest herein granted. This thereon at the Default Interest Rate from the date incurred by Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor within five (5) days of written demand and shall be secured by this Mortgage shall also constitute a “fixture filing” for the purposes and by all of the Uniform Commercial Code as to other Loan Documents securing all or any part of the Mortgaged Property Debt. Upon an Event of Default, Mortgagee shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which now or hereafter constitute “fixtures” under is the Uniform Commercial Code. Information concerning subject of the security interest granted herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right is located to take possession of of, assemble and collect the Collateral same or any part thereofto render it unusable, and to take such other measures as Mortgagee may deem necessary for the careor Mortgagor, protection and preservation of the Collateral. Upon request or upon written demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral such property and make it available to Mortgagee at the Premises, or at a place which is mutually agreed upon or, if no such place is agreed upon, at a place reasonably designated by Mortgagee to be reasonably convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expensesMortgagor. If notice is required by law, including legal expenses and attorneysMortgagee shall give Mortgagor at least ten (10) days’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any prior written notice of salethe time and place of any public sale of such property, disposition or adjournments thereof, or of the time of or after which any private sale or any other intended action by Mortgagee with respect disposition thereof is to the Collateral be made, and if such notice is sent to Mortgagor in accordance with Mortgagor, as the provisions hereof at least five (5) days prior to same is provided for the mailing of notices herein, it is hereby deemed that such action, notice shall constitute commercially be and is reasonable notice to Mortgagor. The proceeds No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of any disposition a type customarily sold on a recognized market. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 15.1(e) hereof upon giving the same notice with respect to the sale of the Collateral, or Property hereunder as is required under said Section 15.1(e). The name and principal place of business of Mortgagor (as Debtor under any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such applicable Uniform Commercial Code forms Code) are: Deerfield Luxury Townhomes, LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ The name and principal place of business of Mortgagee (as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the CollateralSecured Party) are: Deutsche Banc Mortgage Capital, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsL.L.C. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Mortgagor shall▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Security Agreement. (a) This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor Mortgagor, by executing and delivering this Mortgage Mortgage, has granted and hereby grants to Mortgagee, as security for the DebtIndebtedness, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. .
(b) If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses attorneys' fees and attorneys’ feesdisbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may shall be applied by Mortgagee to the payment of the Debt Indebtedness in such priority and proportions manner as Mortgagee may be provided in its discretion shall deem properthe Collateral Agency Agreement. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s 's lien upon and security interest in the Collateral, and Mortgagor shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, at Mortgagor's expense, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and Mortgagor shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD)
Security Agreement. This Mortgage is Security Instrument constitutes both a real property mortgage and a “"security agreement” within " between Grantor and Beneficiary with respect to the meaning Collateral in which Beneficiary is granted a security interest hereunder, and, cumulative of all other rights and remedies of Beneficiary hereunder, Beneficiary shall have all of the rights and remedies of a secured party under any applicable Uniform Commercial Code. The Mortgaged Property includes both real and personal property and Grantor hereby authorized Beneficiary to prepare, file of record or otherwise effectuate new financing statements or financing statement amendments which describe all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said any portion of the Mortgaged Property so subject assets of Grantor as collateral thereunder. Grantor specifically agrees that Beneficiary may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Uniform Commercial Code being called in this Section 18 the “Collateral”)Grantor appearing thereon, where such filings are permitted by applicable law. Mortgagor Grantor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Grantor to Mortgageeexecute and deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as Beneficiary may request or require in form and substance reasonably satisfactory order to Mortgageeimpose, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s perfect or continue the perfection of the lien or security interest herein grantedcreated hereby. This Mortgage shall also constitute a “fixture filing” Expenses of retaking, holding, preparing for sale, selling or the purposes like (including, without limitation, Beneficiary's reasonable attorneys' fees and legal expenses), together with interest thereon at the Default Interest Rate from the date Beneficiary notifies Grantor of the Uniform Commercial Code as to incurrence thereof until actually paid by Grantor, shall be paid by Grantor on demand and shall be secured by this Security Instrument and by all of the other Loan Documents securing all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under indebtedness evidenced by the Uniform Commercial CodeNote. Information concerning the security interest herein granted may be obtained from the parties If notice is required by law, Beneficiary shall give Grantor at the addresses least ten (10) days' prior written notice of the parties set forth time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be made, and if such notice is sent to Grantor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Grantor. No such notice is necessary for any such property which is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any sale made pursuant to the first paragraph provisions of this MortgageSection 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). If an Event of Default shall occurFurthermore, Mortgageeto the extent permitted by law, in conjunction with, in addition to any other or in substitution for the rights and remedies which it may have, shall have and may exercise immediately and without demand, available to Beneficiary pursuant to any and all rights and remedies granted to a secured party upon default under the applicable Uniform Commercial Code, including, without limiting :
(a) In the generality event of the foregoinga foreclosure sale, the right to Property may, at the option of Beneficiary, be sold as a whole;
(b) It shall not be necessary that Beneficiary take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the aforementioned Collateral, or any part thereof, may be applied by Mortgagee prior to the payment time that any sale pursuant to the provisions of this Section 1.22 is conducted and it shall not be necessary that said Collateral, or any part thereof, be present at the location of such sale; and
(c) Beneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Beneficiary, including the sending of notices and the conduct of the Debt sale, but in such priority the name and proportions as Mortgagee in its discretion shall deem properon behalf of Beneficiary. In the event of any change in The name, identity or structure principal place of business and chief executive office of Grantor (as Debtor under any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such applicable Uniform Commercial Code forms Code) are: ▇▇▇▇▇▇ Haven, L.P. c/o Cornerstone Growth & Income REIT, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The federal employer identification number/social security number of Grantor is 26 -3650072. The name and address of Beneficiary (as are Secured Party under any applicable Uniform Commercial Code) is: Cornerstone Operating Partnership LP ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(d) Grantor shall not change its principal place of business, chief executive office, state of organization or registration or its name, without in each case, obtaining the prior written consent of Beneficiary. Without limitation to the foregoing, Beneficiary may condition its consent thereto upon Grantor’s execution and delivery of additional financing statements or related documents as Beneficiary may determine to be necessary to maintain effectively evidence, perfect or continue the priority perfection of MortgageeBeneficiary’s lien upon and security interest in the CollateralCollateral as a result of any such change.
(e) The security interests herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Property, and shall pay all expenses and fees in connection with to obligate Trustee or Beneficiary to lease the filing and recording thereof. If Mortgagee shall require the filing Property or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure attempt to do so within five (5) Business Days after request by Mortgageeso, or to file with take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever under any of the appropriate public office on its behalf any financing Leases or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)otherwise.
Appears in 1 contract
Security Agreement. (a) This Mortgage Security Instrument is both a real property mortgage lien instrument and a “security agreement” within the meaning of the Uniform Commercial Code. The Mortgaged Security Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Security Property. Mortgagor Borrower by executing and delivering this Mortgage Security Instrument has granted and hereby grants to MortgageeLender, as security for the Debt, a security interest in the Mortgaged Security Property to the full extent that the Mortgaged Security Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Security Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes Security Instrument covers all items of the Uniform Commercial Code as Collateral that are or are to all or any part of the Mortgaged Property which now or hereafter constitute “become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageSecurity Instrument. The record owner of the Security Property is Borrower.
(b) If an Event of Default shall occur, MortgageeLender, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Collateral. Upon After the occurrence, and during the continuance, of an Event of Default, upon request or demand of MortgageeLender, Mortgagor Borrower shall at its expense assemble the Collateral and make it available to Mortgagee Lender at a convenient place acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee Lender on demand any and all actual out-of-pocket expenses, including legal expenses and attorneys’ feesfees and disbursements, incurred or paid by Mortgagee Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 47 43412-20/Continental Towers Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Collateral sent to Mortgagor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to MortgagorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee Lender to the payment of the Debt in such priority and proportions as Mortgagee Lender in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any MortgagorBorrower, such Mortgagor Borrower shall notify Mortgagee Lender thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of MortgageeLender’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee Lender shall deem necessary, and shall pay all actual, out-of-pocket expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase MortgagorBorrower’s obligations under the Note, this Mortgage Security Instrument and any of the other Loan Documents. Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgageeinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by MortgageeLender, as Mortgagor’s attorney-in-factsecured party, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)Security Instrument.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Financing Statement (Prime Group Realty Trust)
Security Agreement. This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 paragraph 29 the “"Collateral”"). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by Mortgagee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Mortgage is both a real property mortgage and a “For the purposes of satisfying any requirements ------------------ of law regarding this security agreement” within the meaning :
(a) The names and addresses of the Uniform Commercial Code. debtor (that is, the Borrower) and the Secured Party are stated on the first page of the Mortgage;
(b) The Mortgaged Property includes both real name and personal property and all other rights and interests, whether tangible or intangible in nature, address of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion record owner of the Mortgaged Property so subject Premises is the same as the Mortgagor;
(c) This document covers goods which are or are to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “become fixtures” under the Uniform Commercial Code. ;
(d) Information concerning the security interest herein granted evidenced by this instrument may be obtained from the parties Secured Party at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, its address;
(e) Mortgagor shall at its expense assemble the Collateral execute and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid if directed by Mortgagee in protecting shall file financing statements and do whatever Mortgagee requests to perfect and continue the Mortgagee's interest in the Collateral and or the Mortgaged Premises or to otherwise carry out the intent of the Mortgage, all at Mortgagor's expense. No financing statement is now or will be on file in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee any public office with respect to the Collateral sent except the Mortgagee's pursuant to this Mortgage. Mortgagee is hereby appointed Mortgagor's attorney-in-fact to do, at Mortgagor's expense, all acts and things that Mortgagee may deem necessary to perfect and continue the security interest created by this Mortgage, and to obtain possession of and protect the Collateral; and
(f) Mortgagee shall have the right, power and authority in its own name or in the name of Mortgagor to ask, demand, collect, receive, receipt for, ▇▇▇ for, compound and give acquittance for any of the Liabilities, including obligations or other amounts due or to become due under or with respect to the Mortgaged Premises or other Collateral or arising therefrom, with full power to settle, adjust or compromise any claim as fully as Mortgagor itself could do, and to endorse the name of Mortgagor on all commercial paper given in accordance with payment or part payment thereof, and in its discretion to file any claim or take any action or proceeding either in its own name or in the provisions hereof at least five (5) days prior name of Mortgagor or otherwise, which Mortgagee may deem necessary or appropriate to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of collect any disposition of and all sums which may be or become due or payable under the Collateral, or any part thereof, which may be applied by Mortgagee necessary or appropriate to protect and preserve the payment right, title and interest of the Debt in such priority and proportions as Mortgagee in its discretion shall deem properand to such sums or security. In the event The power of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor attorney hereby irrevocably appoints Mortgagee as its attorney-in-fact, created is a power coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding)full power of substitution.
Appears in 1 contract
Sources: Loan Agreement (Jameson Inns Inc)
Security Agreement. This Mortgage is constitutes both a real property mortgage and a “"security agreement” ", within the meaning of the Uniform Commercial Code. The , and the Mortgaged Property includes both real and personal property and all other rights and interestsinterest, whether tangible or intangible in nature, of the Mortgagor in the Mortgaged Property. The Mortgagor by executing and delivering this Mortgage has granted and hereby grants to the Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the “Collateral”). Mortgagor hereby agrees to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve Mortgagee’s security interest herein granted. This Mortgage shall also constitute a “fixture filing” for the purposes of the Uniform Commercial Code as to all or any part of the Mortgaged Property which now or hereafter constitute “fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this MortgageEquipment. If an Event of Default shall occuroccurs under the Purchase Agreement or this Mortgage, the Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral Equipment or any part thereof, and to take such other measures as the Mortgagee may deem necessary for the care, protection and preservation of the CollateralEquipment. Upon request or demand of the Mortgagee, the Mortgagor shall at its expense assemble the Collateral Equipment and make it available to the Mortgagee at a convenient place acceptable to the Mortgagee. The Mortgagor shall pay to the Mortgagee on demand any and all expenses, including legal expenses and attorneys’ ' fees, incurred or paid by the Mortgagee in protecting the its interest in the Collateral Equipment and in enforcing the its rights hereunder with respect to the CollateralEquipment. Any notice of sale, disposition or other intended action by the Mortgagee with respect to the Collateral Equipment sent to the Mortgagor in accordance with the provisions hereof of this Mortgage at least seven (7) days prior to the date of any such sale, disposition or other action, shall constitute reasonable notice to the Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by the Mortgagor within five (5) days prior to after receipt by the Mortgagor of such action, shall constitute commercially reasonable notice to Mortgagornotice. The proceeds of any sale or disposition of the CollateralEquipment, or any part thereof, may be applied by the Mortgagee to the payment of the Debt in such order, priority and proportions as the Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract
Sources: Open Ended Mortgage, Security Agreement and Assignment of Leases and Rents (Igi Inc)
Security Agreement. (a) This Mortgage is both a real property mortgage and a “"security agreement” " within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called referred to in this Section 18 Paragraph 23 as the “Collateral”"COLLATERAL"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance reasonably satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time reasonably consider necessary to create, perfect, perfect and preserve Mortgagee’s 's security interest herein granted. This Mortgage shall also constitute a “"fixture filing” " for the purposes of the Uniform Commercial Code as to Code. As such, this Mortgage covers all or any part items of the Mortgaged Property which now Collateral that are or hereafter constitute “are to become fixtures” under the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys’ fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor’s attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding).
Appears in 1 contract