Common use of Conveyances and Security Interests Clause in Contracts

Conveyances and Security Interests. In order to secure the prompt payment of all principal, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and any and all extensions, modifications, renewals and substitutions therefore (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any of the other Loan Documents, Mortgagor, for consideration paid, (a) irrevocably and unconditionally grants, mortgages, transfers and assigns to Mortgagee (as agent for Lenders), with power of sale and right of entry and possession, all estate, right, title and interest that Mortgagor now has or may later acquire in and to the Real Property; (b) grants to Mortgagee (as agent for Lenders) a security interest in the Personalty and fixtures; (c) assigns to Mortgagee (as agent for Lenders), and grants to Mortgagee (as agent for Lenders) a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent for Lenders), and grants to Mortgagee (as agent for Lenders) a security interest in, all of Mortgagor’s right, title and interest in, but not any of Mortgagor’s obligations or liabilities under, all Design and Development Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the Notes, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent and Required Lenders (as defined in the Loan Agreement) otherwise agree in writing, Mortgagor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate of a Lender) under the Loan Agreement.

Conveyances and Security Interests. In order to secure the prompt payment and performance of all principalthe Obligations, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and including any and all extensionsrenewals, modifications, renewals and substitutions therefore or extensions of the whole or any part thereof (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any such renewals or extensions shall not impair in any manner the validity of the other Loan Documentsor priority of this Mortgage), Mortgagor, for consideration paid, Mortgagor (a) irrevocably and unconditionally grants, mortgages, transfers and assigns MORTGAGES AND WARRANTS to Mortgagee (as agent for Lenders), with power Administrative Agent on behalf of sale and right of entry and possession, all estate, right, title and interest that Mortgagor now has or may later acquire in and to the Lenders the Property TO HAVE AND TO HOLD the Real Property, with all rights, appurtenances, and privileges thereunto belonging, unto the Administrative Agent, and the Administrative Agent’s successors and assigns forever, with the power of sale; (b) grants to Mortgagee (as agent for Lenders) Administrative Agent on behalf of the Lenders a security interest in the Personalty and fixturesPersonalty; (c) assigns to Mortgagee (as agent for Administrative Agent on behalf of the Lenders), and grants to Mortgagee (as agent for Lenders) Administrative Agent on behalf of the Lenders a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent for Administrative Agent on behalf of the Lenders), and grants to Mortgagee (as agent for Lenders) Administrative Agent on behalf of the Lenders a security interest in, all of Mortgagor’s right, title and interest in, but not any of Mortgagor’s obligations or liabilities under, all Swap Contracts, Design and Development Construction Documents, all Contracts of Sale and all Refinancing Commitments, and all Letters of Credit; and (e) assigns to Administrative Agent on behalf of the Lenders, and grants to Administrative Agent on behalf of the Lenders a security interest in, all Accounts arising from or related to any transactions related to the Property (including but not limited to Mortgagor’s rights in tenants’ security deposits, deposits with respect to utility services to the Property, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents), and any account or deposit account from which Mortgagor may from time to time authorize Administrative Agent to debit and/or credit payments due with respect to the Loan or any Swap Contract, all rights to the payment of money from Administrative Agent under any Swap Contract, and all accounts, deposit accounts and general intangibles including payment intangibles, described in any Swap Contract. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument Mortgage made or entered into in connection with each of the Obligations. Such terms include any provisions in the NotesNote, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent and Required Lenders (as defined in the Loan Agreement) otherwise agree in writing, Mortgagor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate of a Lender) under the Loan Agreement.

Conveyances and Security Interests. The aggregate unpaid principal amount of the Obligations outstanding at any particular time (after having given effect to all advances and all repayments made prior to such time) which is secured by this Deed of Trust shall not aggregate in excess of $500,000,000.00 (the “Total Maximum Principal Amount”). The Total Maximum Principal Amount does not in any way imply that Lenders are obligated to make any future advances to Borrower at any time unless specifically so provided in the Loan Documents. In order to secure the prompt payment of all principal, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and any and all extensions, modifications, renewals and substitutions therefore (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any of the other Loan DocumentsObligations, Mortgagor, for consideration paid, Grantor (a) hereby irrevocably and unconditionally grants, mortgagesconveys, transfers and assigns to Mortgagee (as agent the Real Property unto Trustee, IN TRUST, for the benefit of Beneficiary, for the ratable benefit of Lenders), with power of sale and right of entry and possession, all estate, right, title and interest that Mortgagor Grantor now has or may later acquire in and to the Real Property; (b) grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in the Personalty and fixturesPersonalty; (c) assigns to Mortgagee (as agent for Lenders)Beneficiary, and grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent for Lenders)Beneficiary, and grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in, all of MortgagorGrantor’s right, title and interest in, but not any of MortgagorGrantor’s obligations or liabilities under, all Design and Development Construction Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the NotesNote, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent Grantor agrees and Required acknowledges that Lenders may elect (as defined in without any obligation to do so) to make additional advances under the terms of the Notes or otherwise, and that any such future advances shall be subject to, and secured by, this Deed of Trust. CERTAIN OF THE OBLIGATIONS SECURED HEREBY ARE MADE PURSUANT TO A REVOLVING CREDIT ARRANGEMENT AND MAY PERMIT BORROWING, REPAYMENT AND REBORROWING. PRIOR TO THE TERMINATION OF THE CREDIT FACILITIES PROVIDED FOR IN THE LOAN DOCUMENTS, A ZERO PRINCIPAL BALANCE WITH RESPECT THERETO SHALL NOT AFFECT THE SECURITY OR PRIORITY OF THIS DEED OF TRUST, AND THE DEED OF TRUST AS WELL AS THE INTEREST OF LENDER HEREUNDER, SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING A ZERO BALANCE UNDER ANY FACILITY PROVIDED FOR IN THE LOAN DOCUMENTS. Should the Obligations decrease or increase pursuant to the terms of the Obligations, the Notes or otherwise, at any time or from time to time, this Deed of Trust shall retain its priority position of record until (a) the termination of the Loan AgreementDocuments, (b) otherwise agree in writingthe full, Mortgagor’s final and complete payment of all the Obligations, and (or its affiliate’s, as c) the case may be) obligations under any Swap Contract shall continue to be secured full release and termination of the liens and security interests created by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate Deed of a Lender) under the Loan AgreementTrust.

Conveyances and Security Interests. In order to secure the prompt payment and performance of all principalthe Obligations, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and including any and all extensionsrenewals, modifications, renewals and substitutions therefore or extensions of the whole or any part thereof (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any such renewals or extensions shall not impair in any manner the validity of the other Loan Documentsor priority of this Mortgage), Mortgagor, for consideration paid, Mortgagor (a) irrevocably and unconditionally grants, mortgagesconveys, transfers and assigns to Mortgagee (as agent for Lenders)Mortgagee, with power of sale and right of entry and possession, all estate, right, title and interest that Mortgagor now has or may later acquire in and to the Real Property; (b) grants to Mortgagee (as agent for Lenders) a security interest in the Personalty and fixturesPersonalty; (c) assigns to Mortgagee (as agent for Lenders)Mortgagee, and grants to Mortgagee (as agent for Lenders) a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent for Lenders)Mortgagee, and grants to Mortgagee (as agent for Lenders) a security interest in, all of Mortgagor’s right, title and interest in, but not any of Mortgagor’s obligations or liabilities under, all Swap Contracts, Design and Development Construction Documents, all Contracts of Sale and all Refinancing Commitments, and all Letters of Credit (if any); and (e) assigns to Mortgagee, and grants to Mortgagee a security interest in, all Accounts arising from or related to any transactions related to the Premises (including but not limited to Mortgagor’s rights in tenants’ security deposits, deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents), and any account or deposit account from which Mortgagor may from time to time authorize Holder to debit and/or credit payments due with respect to the Loan or any Swap Contract, all rights to the payment of money from Mortgagee under any Swap Contract, and all accounts, deposit accounts and general intangibles including payment intangibles, described in any Swap Contract. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the NotesNote, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent and Required Lenders (as defined in the Loan Agreement) otherwise agree in writing, Mortgagor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate of a Lender) under the Loan Agreement.

Conveyances and Security Interests. In order to secure the prompt payment of all principal, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and any and all extensions, modifications, renewals and substitutions therefore (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any of the other Loan DocumentsObligations, Mortgagor, for consideration paid, Mortgagor (a) irrevocably and unconditionally grants, bargains, sells, aliens, remises, releases, assigns, mortgages, transfers hypothecates, deposits, pledges, sets over, confirms, warrants and assigns to Mortgagee (as agent conveys the Real Property unto Mortgagee, for the ratable benefit of Lenders), with power of sale and right of entry and possession, all estate, right, title and interest that of Mortgagor now has or may later acquire in and to the Real Property, whether now owned or held or hereafter acquired by Mortgagor, to have and hold the Real Property unto Mortgagee, for the ratable benefit of Lenders, and its successors and assigns forever; and to hold the Real Property unto Mortgagee in fee simple forever; provided that Mortgagor may retain possession of the Real Property until the occurrence of an Event of Default; (b) grants to Mortgagee (as agent Mortgagee, for the ratable benefit of Lenders) , a security interest in the Personalty and fixturesPersonalty; (c) assigns to Mortgagee (as agent for Lenders)Mortgagee, and grants to Mortgagee (as agent for Lenders) a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent Mortgagee, for the ratable benefit of Lenders), and grants to Mortgagee (as agent Mortgagee, for the ratable benefit of Lenders) , a security interest in, all of Mortgagor’s right, title and interest in, but not any of Mortgagor’s obligations or liabilities under, all Design and Development Construction Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the NotesNote, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent and Required Lenders (as defined in the Loan Agreement) otherwise agree in writing, Mortgagor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate The definition of a Lender) under the Loan Agreement“Obligations” includes Future Advances.

Conveyances and Security Interests. The aggregate unpaid principal amount of the Obligations outstanding at any particular time (after having given effect to all advances and all repayments made prior to such time) which is secured by this Deed of Trust shall not aggregate in excess of $145,000,000.00 (the "Total Maximum Principal Amount"). The Total Maximum Principal Amount does not in any way imply that Lenders are obligated to make any future advances to Grantor at any time unless specifically so provided in the Loan Documents. In order to secure the prompt payment of all principal, interest and other amounts pursuant to the terms of a promissory note of Mortgagor of even date herewith in the amount of $50,321,500.00, payable to the order of Mortgagee, and any and all extensions, modifications, renewals and substitutions therefore (the “Note” or the “Notes”) and the payment and performance by Mortgagor of all obligations under the Mortgage, the Note, all Swap Contracts, and any of the other Loan DocumentsObligations, Mortgagor, for consideration paid, Grantor (a) hereby irrevocably and unconditionally grants, mortgagesconveys, transfers and assigns to Mortgagee (as agent the Real Property unto Trustee, IN TRUST, for the benefit of Beneficiary, for the ratable benefit of Lenders), with power of sale and right of entry and possession, all estate, right, title and interest that Mortgagor Grantor now has or may later acquire in and to the Real Property; (b) grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in the Personalty and fixturesPersonalty; (c) assigns to Mortgagee (as agent for Lenders)Beneficiary, and grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee (as agent for Lenders)Beneficiary, and grants to Mortgagee (as agent Beneficiary, for the ratable benefit of Lenders) , a security interest in, all of Mortgagor’s Grantor's right, title and interest in, but not any of Mortgagor’s Grantor's obligations or liabilities under, all Design and Development Construction Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the NotesNote, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent Grantor agrees and Required acknowledges that Lenders may elect (as defined in the Loan Agreementwithout any obligation to do so) otherwise agree in writing, Mortgagor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Mortgage notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate of a Lender) make additional advances under the Loan Agreementterms of the Notes or otherwise, and that any such future advances shall be subject to, and secured by, this Deed of Trust.