Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event 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 Deed Mortgage constitutes a security agreement between Borrower and Lender with respect to the Collateral in which Lender is granted a security interest hereunder, and, cumulative of Trust is both a real property deed all other rights and remedies of trust and a "security agreement" within the meaning Lender hereunder, Lender 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor Borrower hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to Beneficiaryexecute and deliver and, in form and substance reasonably satisfactory if appropriate, to Beneficiaryfile with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Lender 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, Lender shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and such further assurances as Beneficiary may from time any other evidences of cash or other property or evidences of rights to time reasonably consider necessary to createcash rather than property, perfectwhich are now or hereafter a part of the Property, and preserve Beneficiary's security interest herein grantedBorrower shall promptly deliver the same to Lender, endorsed to Lender, without further notice from Lender. This Deed Borrower agrees to furnish Lender with notice of Trust shall also constitute a "fixture filing" for any change in the purposes name, identity, organizational structure, residence, or principal place of business or mailing address of Borrower within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Lender 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 Lender’s election. Any disposition of the Collateral may be conducted by an employee or agent of Lender. Any person, including both Borrower and Lender, 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, Lender’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate from the date incurred by Lender until actually paid by Borrower, shall be paid by Borrower 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. Lender 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the careor Borrower, protection and preservation of the Collateral. Upon request or upon demand of BeneficiaryLender, Trustor shall at its expense assemble the Collateral such property and make it available to Beneficiary Lender 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 Lender to be reasonably convenient to Lender and Borrower. If notice is required by law, Lender shall give Borrower at least ten (10) days’ prior written notice of the time and place acceptable of any public sale of such property, or adjournments thereof, or of the time of or after which any private sale or any other intended disposition thereof is to Beneficiarybe made, and if such notice is sent to Borrower, 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 Borrower. Trustor 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 provisions of this Section shall pay be deemed to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary have been a public sale conducted in protecting a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 5.1(e) hereof upon giving the interest in the Collateral and in enforcing the rights hereunder same notice with respect to the Collateralsale of the Property hereunder as is required under said Section 5.1(e). Any notice Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with Property may, at the provisions hereof at least five option of Lender, be sold as a whole; and
(5b) days prior to such action, It shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, may be applied by Beneficiary prior to the payment time that any sale pursuant to the provisions of this Section 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) Lender 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 Lender, including the sending of notices and the conduct of the Debt sale, but in such priority the name and proportions on behalf of Lender. The name and address of Borrower (as Beneficiary in its discretion shall deem proper. In the event of Debtor under any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such applicable Uniform Commercial Code forms Code) are as are necessary to maintain set forth on the priority first page hereof. The name and address of 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 Beneficiary shall require the filing or recording of additional Lender (as Secured Party under any applicable Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements Code) are as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with set forth on the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)first page hereof.
Appears in 5 contracts
Sources: Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp), Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp), Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp)
Security Agreement. This Deed of Trust is both Security Instrument constitutes a real property deed of trust 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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). Trustor hereby agrees to execute and deliver to BeneficiaryBorrower is, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 Deed of Trust. If an Event of Default shall occurby Borrower, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereofLender's option, may be applied by Beneficiary 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 Beneficiary 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 Trustor, such Trustor shall notify Beneficiary thereof and promptly after BeneficiaryLender's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority rights of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations priorities under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 Deed of Trust is both (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property 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, shall evidence until the grant of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has granted GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and hereby grants to SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, as security for the Debt, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Tranche A Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the Mortgaged Property to definition of “Leases” which are included within the full extent that Code be covered by 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 security interest granted in this Section 18 3; and all items contained in the "Collateral")definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Trustor Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may may, from time to time time, reasonably consider necessary to create, perfect, and preserve Beneficiary's ’s security interest herein granted, and Tranche A Lenders may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust 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 ; information concerning the security interest herein granted may be obtained from either party at the parties at address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the parties secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 4 contracts
Sources: Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Radnor Holdings Corp), Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Radnor Holdings Corp), Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Radnor Holdings Corp)
Security Agreement. This Deed of Trust is both (i) shall be construed as a Deed of Trust on real property, and (ii) shall also constitute and serve as a “Security Agreement” on personal property 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, shall evidence until the grant of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust shall terminate, a first and prior security interest under the Code as to property within the scope thereof and in the state where the Property is situated with respect to the Service Equipment, fixtures, Contracts, Rents and Leases. To this end, Grantor GRANTS to, has granted GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and hereby grants to SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, as security for the Debt, a first and prior security interest and all of Grantor’s right, title and interest in, to, under and with respect to the Service Equipment, fixtures, Contracts, Rents, Leases and Proceeds to secure the full and timely payment of the Notes, and the full and timely performance and discharge of the Liabilities. It is the intent of Grantor, Beneficiary and Trustee that this Deed of Trust encumber all Leases and that all items contained in the Mortgaged Property to definition of “Leases” which are included within the full extent that Code be covered by 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 security interest granted in this Section 18 3; and all items contained in the "Collateral")definition of “Leases” which are excluded from the Code be covered by the provisions of the grant to Trustee herein. Trustor Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements “Financing Statements”, as such term is used in the Code, and execute and deliver such further assurances as Beneficiary may may, from time to time time, reasonably consider necessary to create, perfect, and preserve Beneficiary's ’s security interest herein granted, and Secured Parties may cause such statements and assurances to be recorded and filed, as such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Grantor authorizes Beneficiary to file such Financing Statements describing such parts of the Property as Beneficiary may desire. This Deed of Trust 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 ; information concerning the security interest herein granted may be obtained from either party at the parties at address of such party set forth herein. For purposes of the security interest herein granted, the addresses of debtor (Grantor) and the parties secured party (Beneficiary) are set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 4 contracts
Sources: Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Styrochem U S LTD), Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Styrochem U S LTD), Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Styrochem U S LTD)
Security Agreement. This Deed of Trust constitutes a security agreement between Borrower and Lender with respect to the Collateral in which Lender is both granted a real property deed security interest hereunder, and, cumulative of trust all other rights and a "security agreement" within the meaning remedies of Lender hereunder, Lender 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor Borrower hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Borrower to Beneficiaryexecute and deliver and, in form and substance reasonably satisfactory if appropriate, to Beneficiaryfile with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Lender 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, Lender shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and such further assurances as Beneficiary may from time any other evidences of cash or other property or evidences of rights to time reasonably consider necessary to createcash rather than property, perfectwhich are now or hereafter a part of the Property, and preserve Beneficiary's security Borrower shall promptly deliver the same to Lender, endorsed to Lender, without further notice from Lender. Borrower agrees to furnish Lender with notice of any change in the name, identity, organizational structure, residence, or principal place of business or mailing address of Borrower within ten (10) days of the effective date of any such change. Upon the occurrence of any Event of Default, Lender shall have the rights and remedies as prescribed in this Deed of Trust, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at Lender’s election. Any disposition of the Collateral may be conducted by an employee or agent of Lender. Any person, including both Borrower and Lender, 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, Lender’s reasonable attorneys’ fees and legal expenses), together with interest herein granted. This thereon at the Default Interest Rate from the date incurred by Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be secured by this Deed of Trust 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. Lender 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the careor Borrower, protection and preservation of the Collateral. Upon request or upon demand of BeneficiaryLender, Trustor shall at its expense assemble the Collateral such property and make it available to Beneficiary Lender 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 Lender to be reasonably convenient to Lender and Borrower. If notice is required by law, Lender shall give Borrower at least ten (10) days’ prior written notice of the time and place acceptable of any public sale of such property, or adjournments thereof, or of the time of or after which any private sale or any other intended disposition thereof is to Beneficiarybe made, and if such notice is sent to Borrower, 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 Borrower. Trustor 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 provisions of this Section shall pay be deemed to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary have been a public sale conducted in protecting a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 5.1(e) hereof upon giving the interest in the Collateral and in enforcing the rights hereunder same notice with respect to the Collateralsale of the Property hereunder as is required under said Section 5.1(e). Any notice Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code:
(a) In the event of a foreclosure sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with Property may, at the provisions hereof at least five option of Lender, be sold as a whole; and
(5b) days prior to such action, It shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition not be necessary that Lender take possession of the aforementioned Collateral, or any part thereof, may be applied by Beneficiary prior to the payment time that any sale pursuant to the provisions of this Section 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) Lender 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 Lender, including the sending of notices and the conduct of the Debt sale, but in such priority the name and proportions on behalf of Lender. The name and address of Borrower (as Beneficiary in its discretion shall deem proper. In the event of Debtor under any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such applicable Uniform Commercial Code forms Code) are as are necessary to maintain set forth on the priority first page hereof. The name and address of 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 Beneficiary shall require the filing or recording of additional Lender (as Secured Party under any applicable Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements Code) are as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with set forth on the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)first page hereof.
Appears in 4 contracts
Sources: Deed of Trust, Security Agreement and Fixture Filing (Campus Crest Communities, Inc.), Deed of Trust, Security Agreement and Fixture Filing (Campus Crest Communities, Inc.), Deed of Trust (NNN Apartment REIT, Inc.)
Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Deed of Trust and included as part of the Trust Premises, this Deed of Trust is both hereby made and declared to be a real security agreement encumbering each and every item of personal property deed and fixtures now or hereafter owned by Trustor and included herein as a part of trust and a "security agreement" within the meaning Trust Premises, in compliance with the provisions 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 Trustor Code as enacted in the Mortgaged PropertyState. Trustor by executing In this respect (and delivering notwithstanding the conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of Trust has granted and hereby Trust), Trustor, as "Debtor", expressly grants to Beneficiary, as security for the Debt"Secured Party", a security interest in the Mortgaged Property and to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion all of the Mortgaged Property so subject property now or hereafter owned by Trustor which constitutes the personal property and fixtures hereinabove referred to the Uniform Commercial Code being called and described in this Section 18 Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the "Collateral")sale or other disposition thereof. Trustor hereby agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, upon Beneficiary's request, any other security agreement and financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust, in such form and substance as Beneficiary may reasonably satisfactory require to Beneficiary, perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and such further assurances as any extensions, renewals, amendments and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may from time to time reasonably consider necessary to create, perfectrequire. Except as is provided in the Credit Agreement, and preserve except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the above-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Deed of Trust, the Beneficiary shall have and shall be entitled to exercise any and all of the rights and remedies (i) as prescribed in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary's sole election. Trustor and Beneficiary agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Trustor and Beneficiary that everything located in, on or about, or used or intended to be used with or in connection with the use, operation or enjoyment of, the Trust Premises, which is described or reflected as a fixture in this Deed of Trust, is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the Real Estate conveyed hereby. Trustor warrants that Trustor's name, identity and address are as set forth herein. The mailing address of the Beneficiary from which information may be obtained concerning the security interest created herein grantedis also set forth herein. This information hereof is provided in order that this Deed of Trust shall also constitute a "fixture filing" for comply with the purposes requirements 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 enacted in the first paragraph of this Deed of TrustState for instruments to be filed as financing statements. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in In accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition laws of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the NoteState, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary shall remain effective as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by a fixture filing until this Deed of Trust. Notwithstanding Trust is released or satisfied of record or its effectiveness otherwise terminates as to the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Trust Premises.
Appears in 3 contracts
Sources: Current Assets Secured Parties Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Sterling Chemical Inc), Deed of Trust (Sterling Chemical Inc), Fixed Assets Secured Parties Deed of Trust (Sterling Chemical Inc)
Security Agreement. To the extent that any of the Collateral may be determined to be personal property, Grantor as debtor hereby grants Holders and Beneficiary as agent for the Holders as secured party a security interest in all such personal property or fixtures to secure payment and performance of the Secured Obligations (defined below). This Deed of Trust is both constitutes a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject 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. Trustor hereby Grantor agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such that it will not terminate or amend any financing statements and such further assurances filed in connection with the Secured Obligations (as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve hereinafter defined) without Beneficiary's security interest herein grantedprior consent. This Deed of Trust 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary'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 Beneficiary shall require production of income from the filing or recording property that is the subject of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing and/or adapted for use therein and/or which is described or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, reflected in connection with the Collateral covered by this Deed of Trust. Notwithstanding Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be, regarded as part of the foregoingreal estate irrespective of whether (a) any such item is physically attached to the improvements, Trustor shall appear and defend (b) serial numbers are used for the better identification of certain equipment items capable of being thus identified in any action list filed with the Beneficiary, or proceeding which affects (c) any such item is referred to or purports to affect the Mortgaged Property and reflected in any interest or right therein, whether such proceeding affects title or Financing Statement so filed at any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 Deed To secure its obligations under this Note and to induce the Lender to extend the Loan to the Borrower, the Borrower hereby grants, conveys and assigns to the Lender a security interest in and to, all of Trust is both a real property deed such Borrower’s right, title and interest in and to all of trust the following property, in all its forms, in each case whether now or hereafter existing, whether now owned or hereafter acquired, created or arising, and a "security agreement" within wherever located (collectively, but without duplication, the meaning “Collateral”): all Equipment, Inventory and other Goods, Accounts, General Intangibles (including, without limitation, all of the Borrower’s patents and patent applications, trademarks and trademark applications, registered copyrights, domain names, and all licenses for the use of any patents, trademarks, copyrights and domain names of the Borrower), Fixtures, Documents, Letter-of-Credit Rights and Chattel Paper, Deposit Accounts, Instruments and Investment Property including equity interests in other companies, Commercial Tort Claims, Supporting Obligations, and all Proceeds of any and all of the foregoing (as all such capitalized terms used in this paragraph are as defined in 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 Trustor effect in the Mortgaged PropertyState of Delaware); provided, that to the extent that any of the foregoing Collateral is subject, prior to the date hereof, to a security interest in favor of a third party and the agreement with such third party expressly prohibits any grant of a security interest therein, the Borrower will not be deemed to have a security interest in such Collateral only for so long as such prohibition continues. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as This Note shall constitute a security agreement for the Debt, purpose of granting to the Lender a security interest in the Mortgaged Property Collateral. The Borrower makes no representation to the full extent that Lender as to value of any Collateral or the Mortgaged Property may be subject priority of any lien on the Collateral which is granted hereby by the Borrower to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called Lender in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition relation to any other rights and remedies liens on the Collateral 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 exist of record as of the foregoingdate hereof. By its acceptance of this Note, the right Lender agrees hereby that to take possession the extent that a prior security interest has been granted in and a lien exists on any of the Collateral or pursuant to any part thereofother security agreement and perfected lien, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor Lender shall at its expense assemble the Collateral and make it available to Beneficiary at have a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior lien which is subordinate to such action, shall constitute commercially reasonable notice to Trustor. The proceeds prior lien of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)record.
Appears in 3 contracts
Sources: Demand Promissory Note and Warrant Purchase Agreement (RespireRx Pharmaceuticals Inc.), Demand Promissory Note and Warrant Purchase Agreement (RespireRx Pharmaceuticals Inc.), Demand Promissory Note and Warrant Purchase Agreement (RespireRx Pharmaceuticals Inc.)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 foregoingforegoing terms of this clause (b), OMCB hereby grants, pledges and assigns to the right to take possession Collateral Agent, for the benefit of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation holders of the Collateral. Upon request or demand of BeneficiaryObligations, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand continuing security interest in any and all expensesright, including legal expenses title and attorneys' fees, incurred or paid by Beneficiary interest of OMCB 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 Beneficiary with respect to the Collateral sent (as defined in the Security Agreement) of OMCB to Trustor secure the prompt payment and performance in accordance with the provisions hereof at least five (5) days prior to such actionfull when due, shall constitute commercially reasonable notice to Trustor. The proceeds whether by lapse of any disposition time, acceleration, mandatory prepayment or otherwise, of the CollateralObligations; (c) the Pledge Agreement, or any part thereofand shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. OMCB hereby ratifies, may as of the date hereof, and agrees to be applied by Beneficiary bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this clause (c), OMCB hereby pledges and assigns to the payment Collateral Agent, for the benefit of the Debt in such priority holders of the Obligations, and proportions as Beneficiary in its discretion shall deem proper. In grants to the event Collateral Agent, for the benefit of any change in namethe Lenders, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and a continuing security interest in any and all right, title and interest of OMCB in and to Pledged Collateral (as such term is defined in the Collateral, Pledge Agreement); and shall pay all expenses (d) OMCB hereby represents and fees in connection with warrants to the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust Agent and the Lenders that (i) OMCB’s exact legal name and state of formation are set forth on the signature pages hereto, (ii) OMCB’s taxpayer identification number and organization number are set forth on Annex D hereto, (iii) other Loan Documents. Trustor hereby irrevocably appoints Beneficiary than as set forth on Annex F hereto, OMCB has not changed its attorney-in-factlegal name, coupled with an interest upon Trustor's failure changed its state of formation, been party to do so within five (5) Business Days after request by Beneficiarya merger, to file with the appropriate public office on its behalf any financing consolidation or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, change in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 structure in the Mortgaged Property five years preceding the date hereof and (iv) Annex F hereto lists each Subsidiary of OMCB, together with (A) jurisdiction of formation, (B) number of shares of each class of Equity Interests outstanding, (C) the certificate number(s) of the certificates evidencing such Equity Interests and in conjunction therewithnumber and percentage of outstanding shares of each class owned by OMCB (directly or indirectly) of such Equity Interests and (D) number and effect, Trustor shall fully cooperate if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with Beneficiary in the event Beneficiary is a party to such action or proceeding)respect thereto.
Appears in 3 contracts
Sources: Credit Agreement (Orion Group Holdings Inc), Credit Agreement (Orion Group Holdings Inc), Credit Agreement (Orion Group Holdings Inc)
Security Agreement. (a) This Deed of Trust Agreement is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of TrustUCC. If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryLender following an Event of Default, Trustor shall Borrower shall, at its expense expense, assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all expenses, including reasonable legal expenses and attorneys' feesfees and all transfer taxes, incurred or paid by Beneficiary Lender 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 Beneficiary Lender with respect to the Collateral sent given to Trustor Borrower in accordance with the provisions hereof at least five shall be commercially reasonable.
(5b) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryLender, as Trustor's attorney-in-factsecured party, or, to the extent permitted under the UCC, unsigned, in connection with the Collateral covered by this Deed Agreement.
(c) Borrower will furnish to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request, all in reasonable detail.
(d) The powers conferred on Lender hereunder are solely to protect Lender's interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of Trust. Notwithstanding any Collateral in its possession and the foregoingaccounting for moneys actually received by it hereunder, Trustor Lender shall appear have no duty (and defend in neither Lender nor any of its partners, members, officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act) as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or proceeding which affects or purports other matters relating to affect the Mortgaged Property and any interest or right thereinCollateral, whether or not Lender has or is deemed to have knowledge of such proceeding affects title matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the Mortgaged Property (custody and preservation of any Collateral in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary its possession if such Collateral is a party accorded treatment substantially equal to such action or proceeding)that which it accords its own property.
Appears in 3 contracts
Sources: Loan and Security Agreement (CNL Hotels & Resorts, Inc.), Loan and Security Agreement (CNL Hotels & Resorts, Inc.), Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Security Agreement. This Deed Mortgage is hereby deemed to be as well a Security Agreement for the purpose of Trust is both creating hereby a real property deed of trust 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 Trustor in the Mortgaged Property. Trustor Mortgagor by executing and delivering this Deed of Trust has granted and hereby Mortgage:
(a) grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to BeneficiaryMortgage, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 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 Deed of Trust. If an any Event of Default shall occurunder this Mortgage, Beneficiary, 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 such other measures as Beneficiary may deem necessary for sell at public or private sales or otherwise dispose of, lease or utilize the carePersonal Property and any part thereof in any manner authorized or permitted by law and to apply the proceeds thereof, protection subject to the limitations set forth in Section 5.18 of this Mortgage, toward payment of any costs and preservation 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 Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any Obligations and all expensesother indebtedness described in this Mortgage, including legal expenses in such order and attorneys' feesmanner as is provided in Section 4.03 hereof. To the extent permitted by law, incurred 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 paid other disposition of the Personal Property and any other rights or remedies of a debtor or formalities prescribed by Beneficiary in protecting law relative to a sale or disposition of the interest 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 Collateral first page of this Mortgage at least fifteen (15) days before the time of sale or disposition, such notice shall be deemed reasonable and in enforcing the rights hereunder shall fully satisfy any requirements for giving of said notice; provided that if Mortgagor has furnished Mortgagee with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor a change of address in accordance with Section 5.01, then any such notice shall not be reasonable unless sent to the provisions hereof at least five new address;
(5e) days prior agrees, to such actionthe extent permitted by law and without limiting any rights and privileges herein granted to Mortgagee, shall constitute commercially reasonable notice to Trustor. The proceeds that Mortgagee may dispose of any disposition or all of the CollateralPersonal 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 any part confirmation thereof, may be applied by Beneficiary covering the Personal Property; and at the request of Mortgagee, Mortgagor will join Mortgagee in executing one or more such financing statement including renewal or confirmation thereof, pursuant to the payment of the Debt Code in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary a form reasonably satisfactory to maintain the priority of Beneficiary's lien upon and security interest in the CollateralMortgagee, 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 Beneficiary shall require the from time to time wherever Mortgagee deems filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing statements including renewal or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by confirmation thereof or of this Deed of Trust. Notwithstanding the foregoing, Trustor 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and With respect to all personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in (the Mortgaged "Personal Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 ") constituting part of the Mortgaged Property so that is subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes Article 9 of the Uniform Commercial Code as enacted in the state where the Land is situated (the "UCC"), this Deed of Trust is hereby made and declared to all be a security agreement encumbering each and every item or any type of Personal Property listed herein or included herein as a part of the Mortgaged Property which now Property, in compliance with the provisions of the UCC, and Grantor hereby grants to Bank a security interest in said items and personal property. Grantor hereby authorizes Bank to file a financing statement or hereafter constitute "fixtures" under statements reciting this Deed of Trust to be a security agreement affecting all of said Personal Property. The remedies for any violation of the Uniform Commercial Code. Information concerning covenants, terms and conditions of the security interest herein granted may be obtained from the parties at the addresses of the parties set forth agreement contained in the first paragraph of this Deed of Trust. If , or otherwise in respect of an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may havehereunder, shall have be (a) as prescribed herein, or (b) as prescribed by general Law, or (c) as prescribed by the specific statutory consequences now or hereafter enacted 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest specified in the Collateral and in enforcing UCC, all at Bank's sole election. Grantor agrees that the rights hereunder with respect to the Collateral. Any notice filing of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5such financing statement(s) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, records normally having to do with personal property shall not in any way affect the agreement of Grantor and shall pay all expenses and fees Bank that everything used in connection with the filing and recording thereof. If Beneficiary shall require production of income from the filing Mortgaged Property or recording adapted for use therein or that is described or reflected in this Deed of additional Uniform Commercial Code forms or continuation statementsTrust, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessaryis, and at all times and for all purposes and in all proceedings both legal or equitable, shall pay all expenses be regarded as part of the real estate conveyed hereby regardless of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain items capable of being thus identified in an Exhibit to this Deed of Trust, or (iii) any such item is referred to or reflected in any such financing statement(s) so filed at any time. Similarly, the mention in any such financing statement(s) of the rights in and fees to (A) the proceeds of any fire and/or hazard insurance policy, or (B) any award in connection with eminent domain proceedings for taking or for loss of value, or (C) Grantor's interest as lessor in any present or future lease or rights to income growing out of the filing and recording thereofuse and/or occupancy of the Mortgaged Property, whether pursuant to lease or otherwise, shall not in any way alter any of the rights of Bank as determined by this instrument or affect the priority of Bank's security interest granted hereby or by any other recorded document, it being understood and agreedagreed that such mention in such financing statement(s) is solely for the protection of Bank in the event any court shall at any time hold, howeverwith respect to the foregoing items (A), (B), or (C), that no such additional documents shall increase Trustornotice of Bank's obligations under priority of interest, to be effective against a particular class of persons, must be filed in the Note, this UCC records. This Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary may be filed as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any a financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend statement in any action office where Bank deems such filing necessary or proceeding which affects or purports to affect desirable and Grantor will promptly upon demand reimburse Bank for 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)costs therefor.
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement, Deed of Trust and Security Agreement (CNL Healthcare Properties, Inc.)
Security Agreement. This Deed of Trust Mortgage is both a real property deed of trust 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 Trustor Borrower in the Mortgaged Property. Trustor Borrower by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryLender, 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"”). Trustor Borrower hereby agrees with Lender to execute and deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, such financing statements and such further assurances as Beneficiary Lender may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's Lender’s security interest herein granted. This Deed of Trust 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 Deed of TrustMortgage. If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryLender, Trustor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all expenses, including legal expenses and attorneys' ’ fees, incurred or paid by Beneficiary 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 Beneficiary Lender with respect to the Collateral sent to Trustor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, action shall constitute commercially reasonable notice to TrustorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Debt in such priority and proportions as Beneficiary Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorBorrower, such Trustor Borrower shall notify Beneficiary Lender thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's Lender’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 Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 Trustor's Borrower’s obligations under the Note, this Deed of Trust Mortgage and the other Loan Documents. Trustor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryLender, as Trustor's Borrower’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Trustor 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, Trustor Borrower shall fully cooperate with Beneficiary Lender in the event Beneficiary 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. (a) This Deed of Trust Master Indenture, certified and delivered to and accepted by the Trustee, is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real shall continuously be and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, constitute 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute agreement establishing 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the CollateralPledged Revenues and Pledged Funds and Accounts pursuant to Applicable Law, with the Trustee as the secured party. The grants, assignments, lien, pledge and security interest of the Trustee created herein on and against the Pledged Revenues and Pledged Funds and Accounts, shall become effective immediately upon and from the time of payment for and delivery of each series of Improvement Area #3 Bonds and the same shall be continuously effective for so long as any Improvement Area #3 Bonds are Outstanding or Annual Collection Costs are unpaid.
(b) Such grants, assignments, lien, pledge and security interest shall be fully effective as to Pledged Revenues and Pledged Funds and Accounts on hand, and all Pledged Revenues shall pay be subject thereto on and as of the day or date on which they are owed to or collected by any party for the account of the City.
(c) The City shall keep a full and complete copy of this Master Indenture, of each Supplemental Indenture, and their authorizing proceedings at all expenses times among the permanent records of the City. Such records shall be open for inspection to any member of the general public and fees in connection to any individual, firm, corporation, governmental entity or other person proposing to do or doing business with, or having or asserting claims against the City, at all times during regular business hours.
(d) The provisions required by subsections (a), (b) and (c) of this Section are included, provided, required and made herein pursuant to the requirements of, and with the filing effect stated in, Chapters 1201 and recording thereof1208, Texas Government Code, as amended. If Beneficiary shall Should any other Applicable Law, in the opinion of counsel to the City, ever require filings additional to the filing or recording required by subsection (c) of additional Uniform Commercial Code forms or continuation statementsthis Section in order to preserve and protect the priority of the grants, Trustor shallassignments, promptly after requestlien, executepledge and security interest created herein as to all Improvement Area #3 Bonds, file then the City shall diligently and record regularly make such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with filings to the filing and recording thereof, it being understood and agreed, however, that no extent required by law to accomplish such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)result.
Appears in 2 contracts
Sources: Master Indenture of Trust, Master Indenture of Trust
Security Agreement. This Deed of Trust Mortgage is both a real property deed of trust 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 Trustor Mortgagor in the Mortgaged Property. Trustor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, 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"). Trustor Mortgagor hereby agrees to execute and deliver to BeneficiaryMortgagee, in form and substance reasonably satisfactory to BeneficiaryMortgagee, such financing statements and such further assurances as Beneficiary Mortgagee may from time to time reasonably consider necessary to create, perfect, and preserve BeneficiaryMortgagee's security interest herein granted. This Deed of Trust 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 Deed of TrustMortgage. If an Event of Default shall occur, BeneficiaryMortgagee, 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 Beneficiary Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryMortgagee, Trustor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Trustor Mortgagor shall pay to Beneficiary Mortgagee on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary 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 Beneficiary Mortgagee with respect to the Collateral sent to Trustor Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Debt in such priority and proportions as Beneficiary Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorMortgagor, such Trustor Mortgagor shall notify Beneficiary Mortgagee thereof and promptly after BeneficiaryMortgagee's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryMortgagee'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 Beneficiary Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 TrustorMortgagor's obligations under the Note, this Deed of Trust Mortgage and the other Loan Documents. Trustor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest upon TrustorMortgagor's failure to do so within five (5) Business Days after request by BeneficiaryMortgagee, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryMortgagee, as TrustorMortgagor's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Trustor 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, Trustor Mortgagor shall fully cooperate with Beneficiary Mortgagee in the event Beneficiary 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. This Deed of Trust is both a real property deed of trust and a "security agreement" within 7.1 To further secure the meaning 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Grantor hereby grants to Beneficiary, a security interest in all of Grantor’s rights, titles and interests in and to the Mortgaged Property insofar as such Mortgaged Property consist of the goods, equipment, accounts, contract rights, general intangibles, insurance contracts, insurance proceeds, inventory, hydrocarbons, fixtures and any and all other personal property of any kind or character defined in and subject to the provisions of the Colorado Uniform Commercial Code, including the proceeds and products from any and all of such personal property. Upon the occurrence of any Event of Default, Beneficiary is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Colorado Uniform Commercial Code with reference to the personal property and fixtures in which Beneficiary has been granted a security interest herein, Beneficiary may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this Deed of Trust in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted Beneficiary under any other provision of this Deed of Trust or under any other instrument executed in connection with or as security for the DebtObligations. Grantor covenants and agrees with Beneficiary that:
(a) To the extent permitted by law, 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 Grantor expressly waives any notice of sale or other disposition of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute personal property constituting a "fixture filing" for the purposes part of the Uniform Commercial Code as Mortgaged Property and any other right or remedies of a Grantor or formalities prescribed by law relative to all sale or any disposition of the personal property constituting a part of the Mortgaged Property which now or hereafter constitute "fixtures" under exercise of any other right or remedy of Beneficiary existing after default hereunder; and to the Uniform Commercial Code. Information concerning extent any such notice is required and cannot be waived, Grantor agrees that if such notice is delivered to it at least ten (10) days before the security interest herein granted may be obtained from the parties at the addresses time of the parties set forth in the first paragraph sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of this Deed of Trust. If said notice.
(b) Following an Event of Default shall occurDefault, BeneficiaryBeneficiary is expressly granted the right at its option, in addition to transfer at 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 time to itself or to its nominee the personal property constituting a secured party upon default under the Uniform Commercial Code, including, without limiting the generality part of the foregoingMortgaged Property, the right to take possession of the Collateral or any part thereof, and to take receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the indebtedness or to apply it on the principal and interest or other amounts owing on any of the Obligations, whether or not then due, in such other measures order or manner as Beneficiary may deem necessary for elect. All rights to marshalling of assets of Grantor, including any such right with respect to the care, protection and preservation personal property constituting a part of the Collateral. Upon request Mortgaged Property, are hereby waived.
(c) All expenses of preparing for sale, or demand other use or disposition, selling or otherwise using or disposing of Beneficiary, Trustor shall at its expense assemble the Collateral Mortgaged Property and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, the like which are incurred or paid by Beneficiary in protecting the interest in the Collateral as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and in enforcing the rights hereunder with respect costs, shall be added to the Collateral. Any notice of sale, disposition or other intended action by Obligations and the Grantor shall be liable therefor.
(d) If Beneficiary with respect elects to exercise its rights under the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Colorado Uniform Commercial Code forms as to the personal property constituting a part of the Mortgaged Property, this election shall not preclude Beneficiary or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of the Mortgaged Property.
(e) Any copy of this instrument may also serve as a financing statement and, when filed under the real estate records of Weld County, a fixture filing of some portions of the goods described herein, that are necessary or are to maintain become fixtures as part of the priority Mortgaged Property, under the Colorado Uniform Commercial Code between the Grantor, whose present address is listed on the first page of this Deed of Trust, and Beneficiary, whose present address is listed on the first page of this Deed of Trust.
(f) So long as any amount remains unpaid on any of the Obligations, Grantor will not execute and there will not be filed in any public office any financing statement or statements affecting the collateral other than financing statements in favor of Beneficiary hereunder, unless the prior written specific consent and approval of Beneficiary shall have first been obtained.
(g) Beneficiary is authorized to file, in any jurisdiction where Beneficiary deems it necessary, a financing statement or statements covering the Mortgaged Property, and at the reasonable request of Beneficiary's lien upon and security interest , Grantor will join Beneficiary in executing one or more such financing statements pursuant to the CollateralColorado Uniform Commercial Code in form satisfactory to Beneficiary, and shall will pay the cost of filing or recording this Deed of Trust, as a financing statement, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional Uniform Commercial Code forms any financing statement or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, of this Deed of Trust is deemed by Beneficiary to be necessary or desirable.
7.2 Portions of the Mortgaged Property consist of (i) oil, gas and other minerals produced or to be produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the wellhead, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Property, and Grantor hereby agrees that this instrument shall be filed in the real property records and the other Loan DocumentsUniform Commercial Code records of the counties in which the Mortgaged Property are located as a financing statement to perfect the security interest of Beneficiary in said portions of the Mortgaged Property. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with Nothing herein contained shall impair or limit the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by effectiveness of this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action Trust as a security agreement or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any financing statement for other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)purposes.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing (Pedevco Corp), Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing (Pedevco Corp)
Security Agreement. This Deed of Trust Mortgage is both a mortgage and grant of real property deed of trust 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, 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 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 perfect the security interest herein granted may be obtained from by this Mortgage in all the parties at the addresses of the parties set forth in the first paragraph of this Deed of TrustEncumbered Property that is not real property. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, The 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 of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateralpart of the Encumbered Property 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. Any notice of saleThe Mortgagor agrees, disposition or other intended action by Beneficiary with respect to the Collateral sent extent permitted by law, that: (i) all of the goods described within the definition of the word “Personal Property” are or are to Trustor become fixtures on the Land; (ii) this Mortgage upon recording or registration in accordance with the provisions hereof real estate records of the proper office shall constitute a financing statement filed as a “fixture filing” within the meaning of Sections 9-334(e) and 9-502(b) of the UCC; (iii) the Mortgagor is the record owner of the Premises; and (iv) the addresses of Mortgagor and Mortgagee are as set forth on the signature pages of this Mortgage. Additionally, this Mortgage shall constitute a financing statement covering fixtures and/or minerals or the like (including oil and gas) and/or accounts resulting from the sale thereof at least five (5) days prior to such actionthe wellhead or minehead and, as such, shall constitute commercially reasonable notice to Trustor. The proceeds be filed for record in the real estate records of any disposition of each county in which the CollateralLand, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem properis located. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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. This Deed (a) Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust is both a real property deed of trust and a "security agreement" within the meaning Schedule A 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Credit/Sales Agreement does not apply;
(b) Purchaser hereby grants to BeneficiarySeller, as security for the Debtand Seller takes, a security interest in all Goods described on the Mortgaged Property applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder;
(c) Purchaser shall execute such documents as may be required to give Seller’s security interest priority, as a purchase money security interest or otherwise, over the interests of all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on its behalf;
(d) Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee;
(e) Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Seller’s written consent;
(f) For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the full extent that Seller a security interest in, and the Mortgaged Property may be subject Seller hereby takes a security interest in, all of the Purchaser’s right, title and interest in and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods;
(g) For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, Purchaser grants to the Uniform Commercial Code Seller a floating charge on all Purchaser’s real, immovable and leasehold property, both present and future. The floating charge shall become a fixed charge when Seller proceeds to enforce payment;
(said portion of h) Upon default hereunder the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and Seller may exercise immediately and without demand, any and all rights and remedies granted available to a secured party upon default it under the Uniform Commercial Code, including, without limiting Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the generality of the foregoing, the right to take possession of the Collateral or any part thereof, Goods; and
(i) The Seller may exercise all rights and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five Builders Lien Act (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceedingYukon).
Appears in 2 contracts
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, shall constitute a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to agreement under Article 9 of the Uniform Commercial Code (said portion of the Mortgaged Property so subject “Code”) in each applicable jurisdiction with respect to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to BeneficiaryFixtures, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 acquired by Grantor, which might otherwise be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral deemed “personal property” covered by this Deed of Trust. Notwithstanding Grantor has granted and does hereby grant Beneficiary a security interest in the foregoingFixtures and in all additions and accessions thereto, Trustor 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 appear have the rights and defend 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 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 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 fixture filing as permitted by Section 9.402(f) of the Uniform Commercial Code, or (ii) the validity and enforceability of this Deed of 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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. This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Trust Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, a security interest in the Mortgaged Trust Property to the full extent that the Mortgaged Trust Property may be subject to the Uniform Commercial Code UCC (said such portion of the Mortgaged Trust Property so subject to the Uniform Commercial Code UCC being called in this Section 18 paragraph the "Collateral"' ). The foregoing sentence is intended to grant in favor of Beneficiary a first priority continuing lien and security interest in all of Trustor's assets. Trustor hereby agrees authorizes Beneficiary and its counsel to execute and deliver to Beneficiary, file UCC financing statements in form and substance reasonably satisfactory to Beneficiary, such financing statements describing the collateral as "all assets of Trustor, whether now owned or existing -or hereafter acquired or arising and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfectwheresoever located, and preserve Beneficiary's security interest herein grantedall proceeds and products thereof, including, without limitation, all fixtures on the Premises" 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 Deed of Trust. This Deed of Trust shall also constitute a "“fixture filing" ” for the purposes of the Uniform Commercial Code as to UCC. As such, this Deed of Trust 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 defau1t 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and reasonable attorneys' feesfees and disbursements, incurred or paid by 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 Beneficiary with respect to the Collateral Collateral, sent to Trustor in accordance with the provisions hereof at least five (5) ten days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the CollateralCol1ateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code UCC forms as are necessary to maintain the priority of Beneficiary'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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code UCC forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code UCC forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust, Assignment of Leases and Rents and Security Agreement (Medalist Diversified REIT, Inc.), Deed of Trust, Assignment of Leases and Rents and Security Agreement (Medalist Diversified REIT, Inc.)
Security Agreement. (a) This Deed of Trust Mortgage is both a real property deed of trust 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 Trustor Mortgagor in the Mortgaged Property. Trustor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, 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"”). Trustor Mortgagor hereby agrees authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such file financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary in order to create, perfect, preserve and preserve Beneficiary's continue the security interest interest(s) herein granted. This Deed of Trust 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 "fixtures" under 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 “Debtor” 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 Deed of TrustMortgagee upon request. If an Event of Default shall occur, BeneficiaryMortgagee, 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 Beneficiary Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryMortgagee, Trustor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Trustor Mortgagor shall pay to Beneficiary Mortgagee on demand any and all expenses, including legal expenses and attorneys' fees’ fees and disbursements, incurred or paid by Beneficiary 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 Beneficiary Mortgagee with respect to the Collateral sent to Trustor 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 TrustorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Debt Indebtedness in such priority and proportions as Beneficiary Mortgagee in its discretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof Mortgagor and promptly after Beneficiary's request shall execute, Mortgagor hereby expressly authorizes Mortgagee 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 Beneficiary's the lien of Mortgagee upon and security interest in the Collateral. In addition, and Mortgagor shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Beneficiary 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 Trustor's the obligations of Mortgagor under the Note, this Deed of Trust and Mortgage or the other Loan Documents. Trustor Mortgagor hereby irrevocably appoints Beneficiary as its authorizes Mortgagee and grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryMortgagee, as Trustor's attorney-in-factsecured party, in connection with the Collateral covered by this Deed Mortgage.
(b) That portion of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action or proceeding which affects or purports to affect 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial CodeUCC. The Mortgaged Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Trust Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, a security interest in the Mortgaged Trust Property to the full extent that the Mortgaged Trust Property may be subject to the Uniform Commercial Code UCC (said such portion of the Mortgaged Trust Property so subject to the Uniform Commercial Code UCC being called in this Section 18 paragraph the "“Collateral"”). The foregoing sentence is intended to grant in favor of Beneficiary a first priority continuing lien and security interest in all of Trustor's assets. Trustor hereby agrees authorizes Beneficiary and its counsel to execute and deliver to Beneficiary, file UCC financing statements in form and substance reasonably satisfactory to Beneficiary, such financing statements describing the collateral as "all assets of Trustor, whether now owned or existing or hereafter acquired or arising and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfectwheresoever located, and preserve Beneficiary's security interest herein grantedall proceeds and products thereof, including, without limitation, all fixtures on the Premises" 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 Deed of Trust. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to UCC. As such, this Deed of Trust 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 Deed of Trust. Trust If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses reasonable attorneys’ fees and attorneys' feesdisbursements, incurred or paid by 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 Beneficiary with respect to the Collateral Collateral, sent to Trustor in accordance with the provisions hereof at least five ten (510) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code UCC forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code UCC forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code UCC forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-attorney in fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-factsecured party, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 2 contracts
Sources: Deed of Trust, Assignment of Leases and Rents and Security Agreement (GK Investment Holdings, LLC), Deed of Trust, Assignment of Leases and Rents and Security Agreement (GK Investment Property Holdings II LLC)
Security Agreement. (a) This Deed of Trust is both Mortgage constitutes a real property deed of trust security agreement under the UCC, 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, as security for the Debt, Mortgagee 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 and lien on all of the Mortgaged Property so subject to Collateral under the Uniform Commercial Code being called in this Section 18 the "Collateral")UCC and under any other applicable law. Trustor hereby agrees to execute Mortgagor shall execute, deliver, file and deliver to Beneficiaryrefile any financing statements, in form and substance reasonably satisfactory to Beneficiarycontinuation statements, such financing statements and such further assurances as Beneficiary or other security agreements Mortgagee may require from time to time reasonably consider to confirm the lien of this Mortgage with respect to such property. Without limiting the generality of the foregoing, ▇▇▇▇▇▇▇▇▇ hereby irrevocably appoints Mortgagee attorney-in-fact for ▇▇▇▇▇▇▇▇▇ to execute, deliver and file such financing statements, continuation statements and other documents necessary to createcarry out the provisions hereof, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for to carry out the purposes hereof or to confirm the priority of the Uniform Commercial Code lien created hereby, for and on behalf of Mortgagor, which appointment, being for security, is coupled with an interest and is irrevocable. The security agreement contained in this Mortgage shall survive any discharge of this Mortgage for so long as any Indebtedness remains unpaid under the Note or any other Loan Document.
(b) In addition to any other remedies granted in this Mortgage, Mortgagee may, upon the occurrence of an Event of Default, proceed under the UCC and any other applicable law 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights Collateral and remedies which it may have, shall have and may exercise immediately exercise, with respect to the Collateral, all rights, remedies and without demand, any and all rights and remedies granted to a powers of secured party upon default under the Uniform Commercial CodeUCC and any other applicable law, including, without limiting the generality of the foregoinglimitation, the right and power to sell at public or private sale or sales, or otherwise dispose of, lease or utilize the Collateral or any parts thereof in any manner authorized or permitted under the UCC and any other applicable law after default by debtor, and to apply the proceeds thereof in payment of any costs and expenses and attorney's fees and legal expenses thereby incurred by the Mortgagee, and to the payment of indebtedness secured by this Mortgage in such order and manner as the Mortgagee may elect.
(c) Upon the occurrence of an Event of Default, Mortgagee may take possession of the Collateral and enter upon any premises where the same may be situated for such purpose without being guilty of trespassing and without liability for damages thereby, and take any action deemed necessary or appropriate or desirable by Mortgagee, at its option, to repair, refurbish or otherwise prepare the Collateral for sale, lease or other use or disposition as herein authorized.
(d) To the extent permitted by law, ▇▇▇▇▇▇▇▇▇ expressly waives any notice of sale or other disposition of the Collateral and any other rights or remedies of a debtor or formalities prescribed by law relative to a sale or disposition of the Collateral or exercise of any other right or remedy of Mortgagee existing after default of Mortgagor hereunder; and to the extent any such notice is required and cannot be waived, Mortgagor agrees that if such notice is mailed, postage prepaid, to Mortgagor at its address shown above, at least ten (10) days before the time of sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any statutory or other requirement for the giving of such notice. Upon the occurrence of an Event of Default, Mortgagee shall have the right, at its option, to transfer at any time to itself or its nominee, the Collateral or any part thereof, and to take such other measures receive the monies, income, proceeds or benefits attributable or accruing thereto and to hold the same as Beneficiary may deem necessary security for the care, protection Indebtedness or to apply it to principal or interest and preservation other amounts owing on any of the Indebtedness in such order and manner as Mortgagee may elect. All rights to marshaling of assets of ▇▇▇▇▇▇▇▇▇, including any such right with respect to the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense are hereby waived.
(e) Mortgagee may require Mortgagor to assemble the Collateral and make it available to Beneficiary Mortgagee at a place to be designated by Mortgagee that is reasonably convenient place acceptable to Beneficiaryboth parties. Trustor shall pay to Beneficiary on demand any All expenses of retaking, holding, preparing for sale, lease or other use, and all expensesof disposition, selling, leasing or otherwise using or disposing of the Collateral and the like which are incurred or paid by Mortgagee as authorized or permitted hereunder, including legal expenses and all attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral legal expenses and in enforcing the rights hereunder with respect costs shall be added to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered indebtedness secured by this Deed of Trust. Notwithstanding the foregoing, Trustor Mortgage and 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)be liable therefor.
Appears in 2 contracts
Sources: Mortgage and Security Agreement (Eldertrust), Construction Loan Mortgage and Security Agreement (Eldertrust)
Security Agreement. This Deed Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust is both a real property deed of trust and a "security agreement" within the meaning Schedule A 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Credit/Sales Agreement does not apply; Purchaser hereby grants to BeneficiarySeller, as security for the Debtand Seller takes, a security interest in all Goods described on the Mortgaged Property applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; Purchaser shall execute such documents as may be required to give ▇▇▇▇▇▇’s security interest priority, as a purchase money security interest or otherwise, over the interests of all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on its behalf; Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with ▇▇▇▇▇▇’s written consent; For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the full extent that Seller a security interest in, and the Mortgaged Property may be subject Seller hereby takes a security interest in, all of the Purchaser’s right, title and interest in and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, Purchaser grants to the Uniform Commercial Code (said portion of Seller a floating charge on all Purchaser’s real, immovable and leasehold property, both present and future. The floating charge shall become a fixed charge when Seller proceeds to enforce payment; Upon default hereunder the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and Seller may exercise immediately and without demand, any and all rights and remedies granted available to a secured party upon default it under the Uniform Commercial Code, including, without limiting Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the generality of the foregoing, the right to take possession of the Collateral or any part thereof, Goods; and to take such other measures as Beneficiary The Seller may deem necessary for the care, protection exercise all rights and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five Builders Lien Act (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceedingYukon).
Appears in 2 contracts
Security Agreement. This Deed of Trust Mortgage is both also a real property deed of trust security agreement between Mortgagor, as debtor, and a "Mortgagee, as secured party. The security agreement" within the meaning interest created hereby is specifically intended to cover and include all leases of the Uniform Commercial Code. The Mortgaged Property, if any, presently existing or hereafter entered into (herein, together with all amendments and supplements thereto made as provided therein, called the “Leases”), between Mortgagor (or parties acting on behalf of Mortgagor), as lessor or as successor to or assignee from the lessor, and tenants which occupy the Property includes both real and personal property under the Leases, including all extended terms and all other rights extensions and interests, whether tangible or intangible in nature, renewals of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiaryterms thereof, as security for well as any amendments to or replacements of said Leases, together with all the Debtright, a security title and 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"). Trustor hereby agrees to execute and deliver to BeneficiaryMortgagor, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Codelessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to take possession make claim for, collect, receive and receipt for any and all of the Collateral rents, charges and other revenues, rents, income, revenues, issues and profits and moneys payable as damages or in lieu of rent and moneys payable as the purchase price of the Property or any part thereof or of awards or claims for money and other sums of money payable or receivable thereunder howsoever payable, and to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Mortgagor or any lessor is or may become entitled to do under the Leases, provided, that this provision shall not impair or diminish any obligation of Mortgagor under the Leases, nor shall any obligation be imposed upon Mortgagee. Mortgagor, from time to time, upon each request of Mortgagee, promptly shall (a) execute and deliver to Mortgagee all financing statements as required by Mortgagee in order to establish or maintain the validity, perfection or priority of the security interest with respect to the Accessories or fixtures; (b) pay to Mortgagee on demand all costs of preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably required by Mortgagee; and (c) give to Mortgagee a certificate in form satisfactory to Mortgagee listing all trade names of Mortgagor and under which Mortgagor operates or intends to operate the Property or any part thereof, and give to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any Mortgagee advance written notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds any proposed change of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority trade name and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in of name (or trade name or assumed name), identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Mortgagor.
Appears in 2 contracts
Sources: Mortgage and Security Agreement (American Leisure Holdings, Inc.), Mortgage and Security Agreement (American Leisure Holdings, Inc.)
Security Agreement. This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Mortgagor in the Mortgaged Property. Trustor Mortgagor by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryMortgagee, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 Deed of TrustSection 13.1. If an Event of Default shall occur, BeneficiaryMortgagee, 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 Beneficiary Mortgagee may deem necessary for the care, protection and preservation of the CollateralCollateral or the sale thereof. Upon request or demand of BeneficiaryMortgagee, Trustor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Trustor Mortgagor shall pay to Beneficiary Mortgagee on demand any and all expenses, including legal expenses and reasonable attorneys' feesfees and disbursements, incurred or paid by Beneficiary 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Debt in such priority and proportions as Beneficiary Mortgagee in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorMortgagor, such Trustor Mortgagor shall notify Beneficiary Mortgagee thereof and promptly after Beneficiary's request shall executeexecute (if required), file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryMortgagee'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 Beneficiary Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its ▇▇▇▇▇▇▇▇▇'s behalf any financing or other statements signed only by BeneficiaryMortgagee, as Trustor's attorney-in-factsecured party, in connection with the Collateral covered by this Deed Security Instrument, and ▇▇▇▇▇▇▇▇▇ hereby acknowledges and agrees that Mortgagor shall have no claim or cause of Trustaction 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, Trustor ▇▇▇▇▇▇▇▇▇ 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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. This Deed Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust is both a real property deed of trust and a "security agreement" within the meaning Schedule A 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Credit/Sales Agreement does not apply; Purchaser hereby grants to BeneficiarySeller, as security for the Debtand Seller takes, a security interest in all Goods described on the Mortgaged Property applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder; Purchaser shall execute such documents as may be required to give Seller’s security interest priority, as a purchase money security interest or otherwise, over the interests of all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on its behalf; Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee; Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with Seller’s written consent; For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the full extent that Seller a security interest in, and the Mortgaged Property may be subject Seller hereby takes a security interest in, all of the Purchaser’s right, title and interest in and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods; For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, Purchaser grants to the Uniform Commercial Code (said portion of Seller a floating charge on all Purchaser’s real, immovable and leasehold property, both present and future. The floating charge shall become a fixed charge when Seller proceeds to enforce payment; Upon default hereunder the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and Seller may exercise immediately and without demand, any and all rights and remedies granted available to a secured party upon default it under the Uniform Commercial Code, including, without limiting Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the generality of the foregoing, the right to take possession of the Collateral or any part thereof, Goods; and to take such other measures as Beneficiary The Seller may deem necessary for the care, protection exercise all rights and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five Builders Lien Act (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceedingYukon).
Appears in 2 contracts
Security Agreement. This Deed 7.1 To further secure the Indebtedness, Mortgagor hereby grants to Mortgagee a security interest in all of Trust is both a real property deed of trust Mortgagor's rights, titles and a "security agreement" within interests in and to the meaning Mortgaged Properties insofar as such Mortgaged Properties consist of the goods, equipment, accounts, contract rights, general intangibles, inventory, hydrocarbons, goods that are or are to become fixtures, as-extracted collateral and any and all other personal property of any kind or character defined in and subject to the provisions of the Texas Uniform Commercial Code, including the proceeds and products from any and all of such personal property (all of the foregoing being in this Article VII collectively called the "Collateral") provided that Collateral shall not include office buildings, garages, work and storage buildings at the Borrower's principal office location, office equipment and personalty related to the office, storage and garage locations, automotive equipment, mobile drilling units, equipment inventory, tanks and drilling equipment related to Borrower's contract drilling services, and the like. The Mortgaged Property includes Upon the occurrence of any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Texas Uniform Commercial Code with reference to the personal property and fixtures in which Mortgagee has been granted a security interest herein, or the Trustee or Mortgagee may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument in respect of the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Trustee or intangible Mortgagee under any other provision of this instrument or under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or 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 Notes or any of the Mortgaged Property so subject to the Uniform Commercial Code being called Indebtedness. Mortgagor, as Debtor (and in this Section 18 Article VII and otherwise herein called "Debtor") covenants and agrees with Mortgagee, as Secured Party (and in this Article VII and otherwise herein called "Secured Party") that:
(a) To the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryextent permitted by law, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed Debtor expressly waives any notice of Trust shall also constitute a "fixture filing" for the purposes sale or other disposition 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to Collateral and any other rights and right or remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted of a debtor or formalities prescribed by law relative to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor's address set out herein at least ten (10) days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarysaid notice.
(b) Following the occurrence and during the continuance of an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
(d) All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorneys' fees, legal expenses and costs, shall execute, file be added to the Indebtedness and record such the Debtor shall be liable therefor.
(e) Should Secured Party elect to exercise its rights under the Texas Uniform Commercial Code forms as to part of the Collateral, this election shall not preclude Secured Party or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of the Collateral.
(f) Any copy of this instrument may also serve as a financing statement under the Texas Uniform Commercial Code between the Debtor, whose present address is Mortgagor's address listed on the first page of this Mortgage, and Secured Party, whose present address is Mortgagee's address listed on the first page of this Mortgage. Debtor is a Tennessee corporation whose organizational identification number is set forth on the signature page hereof.
(g) So long as any amount remains unpaid on any of the Indebtedness, Debtor will not execute and there will not be filed in any public office any financing statement or statements affecting the Collateral other than financing statements in favor of Secured Party hereunder and financing statements pertaining to Permitted Encumbrances, unless the prior written specific consent and approval of Secured Party shall have first been obtained.
(h) Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements, or amendment to existing financing statements, covering the Collateral, and Debtor will pay the cost of filing or recording this instrument, as a financing statement, in all public offices at any time and from time to time whenever filing or recording of any financing statement or of this instrument is reasonably deemed by Secured Party to be necessary or desirable.
(i) The office where Debtor keeps Debtor's accounting records concerning the Collateral covered by this Security Agreement is Mortgagor's chief executive office and is listed on the first page of this Mortgage.
7.2 Portions of the Collateral consist of (a) oil, gas and other minerals (as-extracted collateral) produced or to be produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the wellhead, or (b) goods which are necessary or will become fixtures attached to maintain the priority real estate constituting a portion of Beneficiary's lien upon the Mortgaged Properties, and Debtor hereby agrees that this instrument shall be filed for record in the real property records and the Uniform Commercial Code records of the counties in which the Mortgaged Properties are located as a financing statement to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and other minerals and accounts will be financed at the wellhead of the oil and gas ▇▇▇▇▇ located on the lands described in the Leases. The name of the record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. If allowed by applicable law, this Mortgage when filed for record in the real estate records in the county shall constitute a financing statement for Fixtures and As-Extracted Collateral, as those terms are defined in the Uniform Commercial Code. Nothing herein contained shall impair or limit the effectiveness of this document as a security agreement or financing statement for other purposes.
7.3 Debtor warrants and represents to Secured Party that, except for (a) the security interest in the CollateralCollateral granted hereby, and shall pay (b) the Permitted Encumbrances, Debtor is the owner and holder of the Collateral free of any adverse claim, security interest or encumbrance, and Debtor agrees to defend the Collateral against all expenses other claims and fees demands against the same or any interest therein. Debtor further warrants and represents that there are no financing statements signed by Debtor now on file in connection any public office which have not been terminated or assigned to Mortgagee, except those statements true and correct copies of which have been delivered to Secured Party and financing statements pertaining to Permitted Encumbrances.
7.4 Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact (such agency being coupled with an interest), and as such attorney-in-fact, Mortgagee may, without the filing and recording thereof. If Beneficiary shall require obligation to do so, in Mortgagee's name or in the filing or recording name of additional Uniform Commercial Code forms or continuation statementsMortgagee, Trustor shall, promptly after requestprepare, execute, file and record such Uniform Commercial Code forms financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or continuation statements as Beneficiary shall deem necessarypreserve any of Mortgagee's security interests and rights in or to any of the Mortgaged Properties, and shall pay all expenses and fees in connection with the filing and recording thereofupon a default hereunder, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 take any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)required of Mortgagor.
Appears in 2 contracts
Sources: Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement (Miller Petroleum Inc), Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement (Miller Petroleum Inc)
Security Agreement. This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Borrower in the Mortgaged Property. Trustor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, 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"”). Trustor Borrower hereby agrees with Lender to execute and deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, 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 Beneficiary Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Beneficiary's Lender’s security interest herein granted. This Deed of Trust 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 Deed of TrustSecurity Instrument. If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryLender, Trustor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all expenses, including legal expenses and attorneys' ’ fees, incurred or paid by Beneficiary 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 Beneficiary Lender with respect to the Collateral sent to Trustor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Debt Obligations in such priority and proportions as Beneficiary Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorBorrower, such Trustor Borrower shall notify Beneficiary thereof Lender thereof, and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary'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 Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 Trustor's Borrower’s obligations under the Note, this Deed of Trust Security Instrument and the other Other Loan Documents. Trustor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryLender, as Trustor's Borrower’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Trustor 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, Trustor Borrower shall fully cooperate with Beneficiary Lender in the event Beneficiary 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 Deed of Trust instrument constitutes a Security Agreement as that term is both a real property deed of trust 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 Personal Property is hereby assigned to Mortgagee for the ratable benefit of the Secured Parties to secure the payment of the Indebtedness Hereby Secured. Mortgagor hereby 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 Section 18 the "Collateral"). Trustor hereby agrees Mortgage and shall also upon demand furnish to Mortgagee such further information and shall execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, Mortgagee such financing statements and other documents in form satisfactory to Mortgagee and shall do all such further assurances acts and things as Beneficiary 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 Beneficiary's maintain a perfected security interest herein granted. This Deed of Trust 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 Deed of Trust. If an Event of Default shall occurgood order and repair, Beneficiary, 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 such other measures as Beneficiary may deem necessary for the care, protection immediate and preservation exclusive possession of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the CollateralPersonal 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 applied by Beneficiary situated and remove the same therefrom (provided that if the Personal Property is affixed to the payment Real Estate, such 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 Debt Personal Property on the Premises. Mortgagee may require Mortgagor to assemble the 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 such priority 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 proportions as Beneficiary in its discretion shall deem proper. In the event place of any change in name, identity public sale thereof or structure of the time after which any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Mortgagor shown in this Mortgage at least ten (10) days before the time of the sale or disposition. Mortgagee may buy at any public sale and if 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, 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 incurred by Mortgagee both before and after judgment, if any, shall be applied in satisfaction of the Indebtedness Hereby Secured (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of Indebtedness Hereby Secured owed to them on the date of any such application). Mortgagee will account to Mortgagor for any surplus realized on such disposition and Mortgagor shall remain liable for any deficiency. All rights in and remedies under this Mortgage are subject to applicable law. The remedies of Mortgagee hereunder are cumulative and the Mortgaged Property (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 remedies of Mortgagee so long as any part of Mortgagor’s obligations remains unsatisfied. All rights of Mortgagee in, to and under this Mortgage and in conjunction therewithand to the Personal Property shall pass to and may be exercised by any assignee thereof. Mortgagor agrees that if Mortgagee gives notice to Mortgagor of an assignment of said rights, Trustor upon such notice the liability of Mortgagor to the assignee shall fully cooperate with Beneficiary in be immediate and absolute. Mortgagor will not set up any claim against Mortgagee as a defense, counterclaim or setoff to any action brought by any such assignee for the event Beneficiary unpaid balance owed hereunder or for possession of the Personal Property, provided that Mortgagor shall not waive hereby any right of action to the 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. This Deed of Trust is both Mortgage constitutes a real property deed of trust 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 Trustor or on the Mortgaged Premises and used or to be used in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary Mortgagee may require from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 Deed of TrustMortgage with respect to such property. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary 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 Beneficiary with respect to the Collateral sent to Trustor satisfaction in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition full of the Collateral, or any part thereof, may be applied by Beneficiary to the payment obligations of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms Mortgagor as are necessary to maintain the priority of 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 Beneficiary shall require the filing now or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 Deed of Trust is both a real property deed of trust and a "security agreement" within 7.1 To further secure the meaning 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Grantor hereby grants to Beneficiary, a security interest in all of Grantor’s rights, titles and interests in and to the Mortgaged Property insofar as such Mortgaged Property consist of the goods, equipment, accounts, contract rights, general intangibles, insurance contracts, insurance proceeds, inventory, hydrocarbons, fixtures and any and all other personal property of any kind or character defined in and subject to the provisions of the Colorado Uniform Commercial Code, including the proceeds and products from any and all of such personal property. Upon the occurrence of any Event of Default, Beneficiary is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Colorado Uniform Commercial Code with reference to the personal property and fixtures in which Beneficiary has been granted a security interest herein, Beneficiary may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this Deed of Trust in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted Beneficiary under any other provision of this Deed of Trust or under any other instrument executed in connection with or as security for the DebtObligations. Grantor covenants and agrees with Beneficiary that:
(a) To the extent permitted by law, 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 Grantor expressly waives any notice of sale or other disposition of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute personal property constituting a "fixture filing" for the purposes part of the Uniform Commercial Code as Mortgaged Property and any other right or remedies of a Grantor or formalities prescribed by law relative to all sale or any disposition of the personal property constituting a part of the Mortgaged Property which now or hereafter constitute "fixtures" under exercise of any other right or remedy of Beneficiary existing after default hereunder; and to the Uniform Commercial Code. Information concerning extent any such notice is required and cannot be waived, Grantor agrees that if such notice is delivered to it at least ten (10) days before the security interest herein granted may be obtained from the parties at the addresses time of the parties set forth in the first paragraph sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of this Deed of Trust. If said notice.
(b) Following an Event of Default shall occurDefault, BeneficiaryBeneficiary is expressly granted the right at its option, in addition to transfer at 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 time to itself or to its nominee the personal property constituting a secured party upon default under the Uniform Commercial Code, including, without limiting the generality part of the foregoingMortgaged Property, the right to take possession of the Collateral or any part thereof, and to take receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the indebtedness or to apply it on the principal and interest or other amounts owing on any of the Obligations, whether or not then due, in such other measures order or manner as Beneficiary may deem necessary for elect. All rights to marshalling of assets of Grantor, including any such right with respect to the care, protection and preservation personal property constituting a part of the Collateral. Upon request Mortgaged Property, are hereby waived.
(c) All expenses of preparing for sale, or demand other use or disposition, selling or otherwise using or disposing of Beneficiary, Trustor shall at its expense assemble the Collateral Mortgaged Property and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, the like which are incurred or paid by Beneficiary in protecting the interest in the Collateral as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and in enforcing the rights hereunder with respect costs, shall be added to the Collateral. Any notice of sale, disposition or other intended action by Obligations and the Grantor shall be liable therefor.
(d) If Beneficiary with respect elects to exercise its rights under the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Colorado Uniform Commercial Code forms as to the personal property constituting a part of the Mortgaged Property, this election shall not preclude Beneficiary or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of the Mortgaged Property.
(e) Any copy of this instrument may also serve as a financing statement and, when filed under the real estate records of ▇▇▇▇▇▇ County, a fixture filing of some portions of the goods described herein, that are necessary or are to maintain become fixtures as part of the priority Mortgaged Property, under the Colorado Uniform Commercial Code between the Grantor, whose present address is listed on the first page of this Deed of Trust, and Beneficiary, whose present address is listed on the first page of this Deed of Trust.
(f) So long as any amount remains unpaid on any of the Obligations, Grantor will not execute and there will not be filed in any public office any financing statement or statements affecting the collateral other than financing statements in favor of Beneficiary hereunder, unless the prior written specific consent and approval of Beneficiary shall have first been obtained.
(g) Beneficiary is authorized to file, in any jurisdiction where Beneficiary deems it necessary, a financing statement or statements covering the Mortgaged Property, and at the reasonable request of Beneficiary's lien upon and security interest , Grantor will join Beneficiary in executing one or more such financing statements pursuant to the CollateralColorado Uniform Commercial Code in form satisfactory to Beneficiary, and shall will pay the cost of filing or recording this Deed of Trust, as a financing statement, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional Uniform Commercial Code forms any financing statement or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, of this Deed of Trust is deemed by Beneficiary to be necessary or desirable.
7.2 Portions of the Mortgaged Property consist of (i) oil, gas and other minerals produced or to be produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the wellhead, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Property, and Grantor hereby agrees that this instrument shall be filed in the real property records and the other Loan DocumentsUniform Commercial Code records of the counties in which the Mortgaged Property are located as a financing statement to perfect the security interest of Beneficiary in said portions of the Mortgaged Property. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with Nothing herein contained shall impair or limit the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by effectiveness of this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action Trust as a security agreement or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any financing statement for other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)purposes.
Appears in 2 contracts
Sources: Deed of Trust (Pedevco Corp), Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing (Pedevco Corp)
Security Agreement. This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Borrower in the Mortgaged Property. Trustor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, 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 "CollateralCOLLATERAL"). Trustor Borrower hereby agrees with Lender to execute and deliver to BeneficiaryLender, in form and substance reasonably satisfactory to BeneficiaryLender, 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 Beneficiary Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. This Deed of Trust 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 Deed of TrustSecurity Instrument. If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryLender, Trustor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary 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 Beneficiary Lender with respect to the Collateral sent to Trustor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Debt Obligations in such priority and proportions as Beneficiary Lender in its discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorBorrower, such Trustor Borrower shall notify Beneficiary thereof Lender thereof, and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryLender'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 Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 TrustorBorrower's obligations under the Note, this Deed of Trust Security Instrument and the other Other Loan Documents. Trustor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryLender, as TrustorBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Trustor 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, Trustor Borrower shall fully cooperate with Beneficiary Lender in the event Beneficiary 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 Deed In addition to, but not in lieu of, any statutory lien which Landlord has under Florida law, including under Section 83.08, Florida Statutes, Tenant hereby grants to Landlord and Landlord shall have at all times, a valid first priority security interest, to secure payment of Trust is both a real property deed all sums of trust money due and a "security agreement" within the meaning payable under this Lease from Tenant and to secure payment of any damages or loss which Landlord may suffer by reason of the Uniform Commercial Code. The Mortgaged Property includes both real breach by Tenant of any term, covenant, or condition contained herein, in and personal property to all goods, inventory, equipment, fixtures, and all other rights tangible and interests, whether tangible intangible personal property owned by Tenant and all insurance proceeds of or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants relating to Beneficiary, 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 any of the Mortgaged Property so subject to foregoing (collectively, “Personal Property”) presently or hereafter situate in or about the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute Premises, and deliver to Beneficiaryall proceeds therefrom, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time Personal Property shall not be removed therefrom without the consent of Landlord until all arrearage in Base Rent and any Additional Rent then due and payable to time reasonably consider necessary to createLandlord under this Lease shall first have been paid and discharged and all the provisions of this Lease have been fully complied with by Tenant. If Tenant shall default under this Lease, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes or is no longer in possession of the Uniform Commercial Code as to all or Premises for 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 Deed of Trust. If an Event of Default shall occurreason, Beneficiarythen Landlord may, in addition to any other rights remedies provided in this Lease or allowed at law or in equity, all of which are cumulative, enter upon the Premises and remedies which it may have, shall have and may exercise immediately and without demand, take possession of any and all rights and remedies granted to a secured party upon default under of the Uniform Commercial Code, includingPersonal Property, without limiting liability for trespass or conversion, and sell the generality same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the foregoing, the right to take possession time and place of any public sale or of the Collateral time after which any private sale is to be made, at which sale the Landlord or any part thereof, and to take its assigns may purchase such other measures as Beneficiary may deem necessary for the care, protection and preservation Personal Property unless otherwise prohibited by law. The requirement of the Collateral. Upon request or demand of Beneficiary, Trustor reasonable notice shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest be met if such notice is given in the Collateral and manner prescribed in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof this Lease at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustorbefore the date of the sale. The proceeds of from any such disposition of the CollateralPersonal Property, less all expenses incurred in connection with the taking of possession, holding, and selling of the Personal Property (including, without limitation, reasonable attorneys’ fees and disbursements) shall be applied as a credit against the indebtedness secured by this security interest. Any surplus shall be paid to Tenant or as otherwise required by law, and Tenant shall pay any deficiencies forthwith. Although title to all of the Personal Property shall be in Tenant, none of such property or any right or interest therein or thereto shall be conveyed, transferred, assigned, mortgaged, or encumbered in any manner by Tenant without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. The provisions of this Section 16 shall constitute a security agreement under the Uniform Commercial Code of the State of Florida (“UCC”), and create a security interest in the Personal Property, and Tenant agrees to execute, as debtor, such financing statements as Landlord may now or hereafter reasonably request to perfect the foregoing security interest pursuant to the UCC. Simultaneously with the execution of this Lease, Tenant agrees to execute all UCC-1 financing statements necessary to perfect Landlord’s security interest granted by this Section 16. Tenant shall take all necessary action to maintain and preserve such security interest including, but not limited to, the execution, delivering, filing, refiling, recording, or re-recording of any financing statements, continuation statements, or other security agreements and the giving of such instruments of further assurance as Landlord from time to time may request to protect its security interest. Without limiting the foregoing, Tenant appoints Landlord as Tenant’s attorney-in-fact to execute, deliver and file such instruments for and on behalf of Tenant, but Landlord shall not be required, and shall not be deemed to be under any duty to Tenant, any guarantor or surety with respect to this Lease, or any other person to protect, perfect, secure, or insure the security interest nor shall Landlord have any obligation for, among other things, the filing of any financing statements under the UCC. The limited part thereofof attorney granted by Tenant in the immediately preceding sentence, may being coupled with an interest, is deemed to be applied irrevocable by Beneficiary Tenant. Notwithstanding the expiration or sooner termination of this Lease, the terms of this Section 16 shall survive as a security agreement with respect to the payment security interest until repayment or satisfaction in full of all obligations of Tenant under this Lease. The Personal Property shall at all times remain in the Debt in such priority and proportions as Beneficiary in its discretion shall deem properPremises, subject to the control of Landlord. In the event of any change in namea sale or ground lease of the Premises, identity the security interest shall be automatically transferred to the purchaser or structure of any Trustorground lessor. In addition, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall executeLandlord may, at its election, file a copy of this Lease at any time as a financing statement. Landlord, as secured party, shall be entitled to all of the rights and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations remedies afforded a secured party under the NoteUCC in addition to all other rights and remedies under this Lease, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-factat law, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action equity 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)otherwise.
Appears in 2 contracts
Sources: Office Lease (Global Axcess Corp), Office Lease (Global Axcess Corp)
Security Agreement. This Deed (a) Seller hereby retains title to the Goods until payment in full therefor notwithstanding any document to the contrary unless such document specifically states that this Section 8 of Trust is both a real property deed of trust and a "security agreement" within the meaning Schedule A 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Credit/Sales Agreement does not apply;
(b) Purchaser hereby grants to BeneficiarySeller, as security for the Debtand ▇▇▇▇▇▇ takes, a security interest in all Goods described on the Mortgaged Property applicable quotation, acknowledgement or invoice, and in all proceeds therefrom, which security interest shall continue until Seller has been paid the full amounts due hereunder and thereunder;
(c) Purchaser shall execute such documents as may be required to give ▇▇▇▇▇▇’s security interest priority, as a purchase money security interest or otherwise, over the interests of all other persons or entities and grants to Seller a power of attorney coupled with an interest authorizing it to execute such documents on its behalf;
(d) Purchaser shall keep all Goods subject to this security interest fully insured against damage due to fire, theft, accident and the elements under a policy in form satisfactory to Seller as loss payee;
(e) Purchaser shall pay, before delinquency, all taxes and other charges assessed against the Goods purchased hereunder and keep the Goods free from all liens and security interests other than that created hereby or those created by law, except with ▇▇▇▇▇▇’s written consent;
(f) For valuable consideration and as security for the payment and performance of the Purchaser’s obligations, Purchaser grants to the full extent that Seller a security interest in, and the Mortgaged Property may be subject Seller hereby takes a security interest in, all of the Purchaser’s right, title and interest in and to all of the Purchaser’s present and after-acquired personal property and all proceeds thereof of whatsoever nature and kind and wherever situate but excluding consumer Goods;
(g) For valuable consideration and as security for the payment and performance of the Purchaser’s obligation, Purchaser grants to the Uniform Commercial Code Seller a floating charge on all Purchaser’s real, immovable and leasehold property, both present and future. The floating charge shall become a fixed charge when Seller proceeds to enforce payment;
(said portion of h) Upon default hereunder the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and Seller may exercise immediately and without demand, any and all rights and remedies granted available to a secured party upon default it under the Uniform Commercial Code, including, without limiting Personal Property Security Act (Yukon) and any similar statute in any other province or territory in Canada which affects the generality of the foregoing, the right to take possession of the Collateral or any part thereof, Goods; and
(i) The Seller may exercise all rights and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five Builders Lien Act (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceedingYukon).
Appears in 1 contract
Sources: Credit/ Sales Agreement
Security Agreement. This Deed Title to the Equipment and any and all additions, repairs, replacements or modifications thereto shall be in the School District from and after the date of Trust is both a real property deed execution and delivery of trust this Agreement so long as the School District shall not be in default hereunder and a "shall be vested permanently in the School District on the payment of all Acquisition Payments, free and clear of any lien or security agreement" within the meaning interest of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and Lender therein, as shown on Exhibit C. To secure all other rights and interestsobligations of the School District hereunder, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and School District hereby grants to Beneficiary, as security for the Debt, Lender a security interest in any and all of the Mortgaged Property School District's right, title and interest in and to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion Equipment, all additions, attachments, accessions, substitutions and replacements thereto, and any and all proceeds thereof, including without limitation, any proceeds of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral")insurance thereon. Trustor hereby The School District agrees to execute and deliver all documents, instruments and financing statements necessary or appropriate to Beneficiary, maintain the security interest granted hereby and to maintain the Lender's security interest in form the items of personal property constituting the Equipment. The Lender is authorized to file financing statements without the School District's signature or to execute and substance reasonably satisfactory to Beneficiary, file such financing statements and such further assurances without the School District's signature on the School District's behalf as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of specified by the Uniform Commercial Code as to maintain the Lender's security interest granted hereby. At the request of the Lender, the School District will keep and maintain a conspicuous marking or tag on the items of personal property constituting the Equipment that a security interest therein is held by the Lender. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment or any part of the Mortgaged Property which thereof may now be, 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 Deed of Trust. If an Event of Default shall occur, Beneficiarybecome, in addition to any other rights and remedies which it may havemanner affixed or attached to, shall have and may exercise immediately and without demandor imbedded in, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Codeor permanently resting upon, including, without limiting the generality of the foregoing, the right to take possession of the Collateral real property or any part thereofbuilding thereon or any fixtures, and or attached in any manner to take such other measures as Beneficiary may deem necessary for the carewhat is permanent by any means of cement, protection and preservation of the Collateralplaster, nails, bolts, screws or otherwise. Upon request or demand of Beneficiarythe Lender, Trustor the School District shall at its expense assemble obtain, as to any place where the Collateral Equipment is located, a waiver from the landlord and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder mortgagee thereof with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect any rights they may have in and to the Collateral sent to Trustor in accordance with Equipment or the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustorrights of levy or seizure thereon. The proceeds of any disposition School District agrees that unless the Lender otherwise consents in writing all of the Collateral, or any part thereof, may be applied by Beneficiary to personal property constituting the payment of Equipment shall at all times remain at the Debt location described in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Exhibit A attached hereto.
Appears in 1 contract
Security Agreement. This Deed For the purposes of Trust is both a real property deed satisfying any requirements ------------------ of trust and a "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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 "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 at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall Secured Party at its expense assemble address;
(e) Mortgagor shall execute and if directed by Mortgagee shall file financing statements and do whatever Mortgagee requests to perfect and continue the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting 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 Beneficiary any public office with respect to the Collateral sent except the Mortgagee's pursuant to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustorthis Mortgage. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor Mortgagee is hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustorappointed Mortgagor's attorney-in-factfact to do, in connection with at Mortgagor's expense, all acts and things that Mortgagee may deem necessary to perfect and continue the Collateral covered security interest created by this Deed Mortgage, and to obtain possession of Trust. Notwithstanding and protect the foregoingCollateral; and
(f) Mortgagee shall have the right, Trustor shall appear power and defend 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 payment or part payment thereof, and in its discretion to file any claim or take any action or proceeding which affects either in its own name 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 (name of Mortgagor or otherwise, which Mortgagee may deem necessary or appropriate to collect any and all sums which may be or become due or payable under the Collateral, or which may be necessary or appropriate to protect and preserve the right, title and interest of Mortgagee in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary and to such sums or security. The power of attorney hereby created is a party to such action or proceeding)power coupled with an interest with full power of substitution.
Appears in 1 contract
Sources: Loan Agreement (Jameson Inns Inc)
Security Agreement. This Deed (a) THIS DEED OF TRUST CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE “UCC”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BENEFICIARY MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR BENEFICIARY MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH BENEFICIARY’ S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED OF TRUST.
(b) The grant of Trust is both a real property deed of trust and a "any 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 Trustor in the Mortgaged Property. Trustor by executing and delivering interest to Beneficiary under this Deed of Trust has granted and hereby grants shall not be construed to derogate from or impair the lien or provisions of or the rights of Beneficiary under this Deed of Trust with respect to any property described therein which is real property or which the parties have agreed to treat as real property.
(c) If required by Beneficiary, as security for at any time during the Debtterm of this Deed of Trust, 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"). Trustor hereby agrees to shall execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, additional security agreements, financing statements and/or other instruments covering all Personal Property as defined above or fixtures of Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to any of the Real Property or used, useful or held for use, in the operation of any Improvements.
(d) Trustor hereby authorizes Beneficiary to file with the appropriate filing officer or office such financing statements and/or other instruments as Beneficiary may deem appropriate in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. Trustor authorizes Beneficiary to file such financing statements and such further assurances amendments, assignments and continuations thereto, as Beneficiary may deems necessary to perfect Beneficiary’s security interest in the Personal Property and to prevent its security interest from becoming unperfected.
(e) It is understood and agreed that, in order to protect Beneficiary from the effect of Tennessee Code Annotated Section 47-9-334, as amended from time to time reasonably consider necessary to createtime, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occurevent that Trustor intends to purchase any goods which may become fixtures attached to the Property, Beneficiary, 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 such goods shall be subject to take a purchase money security interest held by a seller or any other party:
(1) Trustor shall, before executing any security agreement or other document evidencing or perfecting such other measures as Beneficiary may deem necessary for security interest, obtain the care, protection and preservation of the Collateral. Upon request or demand prior written approval of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expensesrequests for such written approval shall be in writing and contain the following information:
(i) a description of the fixtures to be replaced, including legal expenses added to, installed or substituted;
(ii) the address at which the fixtures will be replaced, added to, installed or substituted; and
(iii) the name and attorneys' fees, incurred address of the proposed holder and proposed amount of the security interest. Trustor’s execution of any such security agreement or paid other document evidencing or perfecting such security interest without Beneficiary’s prior written approval shall constitute an Event of Default. No consent by Beneficiary pursuant to this clause (e) shall be deemed to constitute an agreement to subordinate any right of Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition fixtures or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral property covered by this Deed of Trust. Notwithstanding
(2) If at any time Trustor fails to make any payment on an obligation secured by a purchase money security interest in the foregoingPersonal Property or any fixtures, Beneficiary, at its option, may at any time pay the amount secured by such security interest. Any costs and expenses incurred by Beneficiary under this clause (2), including any expenses, costs, charges and attorney’s fees incurred by Beneficiary, shall be reimbursed to Beneficiary in accordance with Section 5.04. Beneficiary shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property.
(3) Beneficiary shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Trustor’s indebtedness for such Personal Property or fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as assignee thereof, in accordance with the terms and provisions of the UCC and in accordance with any other provisions of Applicable Law.
(4) Whether or not Beneficiary has paid the indebtedness secured by, or taken an assignment of, such security interest, Trustor shall appear pay all sums and perform all obligations secured thereby, and if Trustor at any time shall be in default under such security agreement, it shall constitute an Event of Default.
(5) The provisions of the foregoing clauses (2) and (3) shall not apply if the goods which may become fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Beneficiary, to the Lien and security interest of this Deed of Trust in a manner satisfactory to Beneficiary, including without limitation, at the option of Beneficiary, providing to Beneficiary a satisfactory opinion of counsel to the effect that this Deed of Trust constitutes a valid and subsisting first Lien on such fixtures which is not subordinate to the lien of such security interest under any Applicable Law, including without limitation, the provisions of Tennessee Code Annotated Section 47-9-334.
(f) Trustor hereby warrants, represents and covenants with, to and for the benefit of Beneficiary as follows:
(1) Trustor is the sole owner of the Personal Property, free from any Lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever other than the lien of this Deed of Trust and the Permitted Exceptions. Trustor shall notify Beneficiary of, shall protect, defend and indemnify Beneficiary against, all claims and demands of all persons at any time claiming any rights or interest therein.
(2) The Personal Property is not used or bought and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Trustor’s business.
(3) The Personal Property has been located on the Land and/or Improvements for at least fifteen (15) days and shall be kept on or at the Land or the Improvements and Trustor will not remove the Personal Property therefrom without the prior written consent of Beneficiary, except as may be removed in any action accordance with the Indenture, and except such portions or proceeding which affects items of Personal Property temporarily stored elsewhere to facilitate refurbishing or purports to affect repair thereof or of the Mortgaged Property Improvements. Trustor’s name as shown in its organizational documents and any interest or right therein, whether such proceeding affects title or any other rights jurisdiction of organization are as set forth in the Mortgaged Property (and in conjunction therewith, beginning of this Deed of Trust. Trustor shall fully cooperate with Beneficiary not change its name or state of organization without the prior written consent of Beneficiary. Trustor is a limited liability company organized under the laws of the State of Tennessee, and its state organization or control number is 480273. This instrument constitutes a financing statement filed as a fixture filing in the event Official Records of the County Recorder of the counties in which the Property is located with respect to any and all fixtures included within the term “Property” as used herein and with respect to any goods or other personal property that may now be or hereafter become such fixtures. The Trustor is the record owner of the Property. Trustor shall be deemed the “Debtor” with the address set forth for Trustor in the introductory paragraph hereof. Beneficiary is a party shall be deemed to such action or proceeding).be the
Appears in 1 contract
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, shall constitute a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject agreement pursuant to the Uniform Commercial Code (said portion for any items constituting a part of the Mortgaged Trust Property so subject which, under applicable law, may be subjected to a security interest pursuant to the Uniform Commercial Code being called UCC, and Grantor hereby grants Beneficiary a security interest in such items. Grantor agrees that Beneficiary may file this Section 18 Deed of Trust, or a reproduction thereof, in the "Collateral")real estate records of other appropriate index, as a financing statement for any of such items including, without limitation, those items which are, or are to become fixtures with respect to the Land. Trustor hereby In addition, Grantor agrees to execute and deliver to Beneficiary, in form upon its request, any financing statements, as well as extensions, renewals and substance reasonably satisfactory amendments thereof, as Beneficiary may require to Beneficiary, perfect a security interest with respect to such items. Grantor shall pay all costs of filing such financing statements and such further assurances as Beneficiary may from time any extensions, renewals, amendments and releases thereof. Without the prior written consent of Beneficiary, Grantor shall not create or suffer to time reasonably consider necessary be created pursuant to create, perfect, and preserve Beneficiary's the UCC any other security interest herein granted. This Deed of Trust shall also constitute in 150 items constituting 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 Trust Property, including replacements and additions thereto except as otherwise expressly set forth in the first paragraph Loan Documents. Upon the occurrence of this Deed of Trust. If an Event of Default shall occurDefault, Beneficiary, in addition to any other rights and remedies which it may have, Beneficiary shall have and may exercise immediately and without demand, any and all rights and the remedies granted to of a secured party upon default under the Uniform Commercial CodeUCC. In exercising any of said remedies, includingBeneficiary may proceed against the items of real property and any items of personal property specified above as part of the Trust Property separately or together and in any order whatsoever, without limiting in anyway affecting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority availability of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations remedies under the Note, this Deed UCC or of Trust and the other Loan Documentsremedies provided herein. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)THE COLLATERAL IS OR INCLUDES FIXTURES.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Prime Retail Inc)
Security Agreement. This With respect to the items of personal property and fixtures referred to and described in the Granting Clause of this Deed of Trust and included as part of the Trust Premises, this Deed of Trust is both hereby made and declared to be a real security agreement encumbering each and every item of personal property deed and fixtures now or hereafter owned by Trustor and included herein as a part of trust and a "security agreement" within the meaning Trust Premises, in compliance with the provisions 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 Trustor Code as enacted in the Mortgaged PropertyState. Trustor by executing In this respect (and delivering notwithstanding the conveyance to the Trustee rather than directly to the Beneficiary as provided in this Deed of Trust has granted and hereby Trust, Trustor, as "Debtor", expressly grants to Beneficiary, as security for the Debt"Secured Party", a security interest in the Mortgaged Property and to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion all of the Mortgaged Property so subject property now or hereafter owned by Trustor which constitutes the personal property and fixtures hereinabove referred to the Uniform Commercial Code being called and described in this Section 18 Deed of Trust, including all extensions, accessions, additions, improvements, betterments, renewals, replacements and substitutions thereof or thereto, and all proceeds from the "Collateral")sale or other disposition thereof. Trustor hereby agrees that Beneficiary may file this Deed of Trust, or a reproduction thereof, in the real estate records or other appropriate index, as, and this Deed of Trust shall be deemed to be, a financing statement filed as a fixture filing in accordance with the laws of the State. Any reproduction of this Deed of Trust or of any other security agreement or financing statement executed by Trustor shall be sufficient as a financing statement. In addition, Trustor agrees to execute and deliver to Beneficiary, in form upon Beneficiary's request, any other security agreement and substance reasonably satisfactory to Beneficiaryfinancing statements, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to createwell as extensions, perfectrenewals, and preserve Beneficiary's security interest herein granted. This 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 amendments thereof, and reproductions of this Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition such form as Beneficiary may reasonably require to perfect a security interest with respect to said items. Trustor shall pay all costs of filing such financing statements and any other rights extensions, renewals, amendments 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 releases thereof, and to take such other measures as shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may deem necessary reasonably require. Except as is provided in the Indenture and other Security Agreements executed pursuant to the Indenture, and except for the carePermitted Encumbrances, protection and preservation of without the Collateral. Upon request or demand prior written consent of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available not create or suffer to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect be created pursuant to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and any other security interest in the Collateralabove-described personal property and fixtures, including any replacements and additions thereto. Upon the occurrence and continuance of an Event of Default under this Deed of Trust, the Beneficiary shall have and shall pay be entitled to exercise any and all expenses of the rights and fees remedies (i) as prescribed in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Beneficiary's sole election. Trustor and Beneficiary agree that the filing of any financing statements in the records normally having to do with personal property shall not in any way affect the agreement of Trustor and Beneficiary that everything located in, on or about, or used or intended to be used with or in connection with the filing and recording thereof. If Beneficiary shall require use, operation or enjoyment of, the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This Deed to Secure Debt is made pursuant to Official Code of Trust Georgia Annotated (“O.C.G.A.”) Section 44-14-60, and is both a real property deed of trust Deed to Secure Debt and a "“security agreement" ” within the meaning of the Uniform Commercial Code. The Mortgaged Property Premises includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor Grantor in the Mortgaged PropertyPremises. Trustor by By executing and delivering this Deed of Trust has granted and to Secure Debt, Grantor hereby grants to BeneficiaryGrantee, as security for the DebtObligations (hereinafter defined), a security interest in the Mortgaged Fixtures, the Equipment, the Personal Property and other property constituting the Premises to the full extent that the Mortgaged Fixtures, the Equipment, the Personal Property and such other property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property Premises so subject to the Uniform Commercial Code being called in this Section 18 the "“Collateral"”). Trustor Without limiting the foregoing, Grantor hereby agrees grants to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's Grantee a security interest herein granted. This Deed in all of Trust shall also constitute a "fixture filing" for the purposes of its present and future “Equipment” and “General Intangibles” (as said quoted terms are defined in the Uniform Commercial Code as of the state where the Premises are located), and Grantee shall have, in addition to all or rights and remedies provided herein, and in any part other agreements, commitments and undertakings made by Grantor to Grantee, all of the Mortgaged Property which rights and remedies of a “Secured Party” under the Georgia Uniform Commercial Code and the Uniform Commercial Code of the state of Grantor’s creation. If the lien of this Deed to Secure Debt is subject to a security interest covering any such personal property, then all of the right, title and interest of Grantor in and to any and all such property is hereby assigned to Grantee, together with the benefits of all deposits and payments now or hereafter constitute "fixtures" under made thereon by Grantor. During the Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties at the addresses continuation of the parties set forth in the first paragraph of this Deed of Trust. If an any Event of Default shall occurDefault, BeneficiaryGrantee, 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 Beneficiary Grantee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryGrantee during the continuation of any Event of Default, Trustor shall Grantor shall, at its expense expense, assemble the Collateral and make it available to Beneficiary Grantee at a convenient place (at the Land if tangible property) reasonably acceptable to BeneficiaryGrantee. Trustor Grantor shall pay to Beneficiary Grantee on demand any and all expenses, including reasonable legal expenses and attorneys' ’ fees, incurred or paid by Beneficiary Grantee in protecting the its interest in the Collateral and in enforcing the its rights hereunder with respect to the CollateralCollateral during the continuation of any Event of Default. Any notice of sale, disposition or other intended action by Beneficiary Grantee with respect to the Collateral sent to Trustor Grantor in accordance with the provisions hereof at least five ten (510) days Business Days prior to such action, shall shall, except as otherwise provided by applicable law, constitute commercially reasonable notice to TrustorGrantor. The proceeds of any disposition of the Collateral, or any part thereof, may may, except as otherwise required by applicable law, be applied by Beneficiary Grantee to the payment of the Debt Obligations in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations required under the Note, this Deed Credit Agreement. The principal place of Trust business of Grantor (Secured Debtor) is as set forth on page one hereof and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary address of Grantee (Secured Party) is as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office set forth on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)page one hereof.
Appears in 1 contract
Security Agreement. (a) This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Borrower in the Mortgaged Security Property. Trustor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, 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"”). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 Deed Security Instrument. The record owner of Trust. the Security Property is Borrower.
(b) If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary 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 BeneficiaryLender, Trustor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all actual out-of-pocket expenses, including legal expenses attorneys’ fees and attorneys' feesdisbursements, incurred or paid by Beneficiary 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 Beneficiary Lender with respect to the Collateral sent to Trustor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Debt in such priority and proportions as Beneficiary Lender in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorBorrower, such Trustor Borrower shall notify Beneficiary Lender thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary'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 Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 Trustor's Borrower’s obligations under the Note, this Deed Security Instrument and any of Trust and the other Loan Documents. Trustor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryLender, as Trustor's attorney-in-factsecured party, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary 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 [1] With respect to the machinery, apparatus, equipment, fittings, fixtures, building supplies and materials, articles of personal property, chattels, chattel paper, documents, inventory, accounts, water rights, farm products, consumer goods and general intangibles owned by Borrower and referred to or described in the granting clauses of this Deed of Trust or owned by Borrower and in any way connected with the use and enjoyment of the Property, including any personal property or fixtures included within the definition of the term “Property” (other than any personal property which may be now or hereafter deemed to be toxic or Hazardous Materials) whether now owned or hereafter from time to time acquired, together with all substitutions, replacements, additions, attachments, accessories and all of the rents, issues, income, revenues, security deposits and profits derived from the Property (collectively referred to as the “Collateral”), this Deed of Trust is both hereby also made and declared to be a real security agreement encumbering each and every item of such property deed comprising a part of trust and a "security agreement" within the meaning Collateral, in compliance with the provisions of the Uniform Commercial CodeCode as enacted in the state where the Property is located, and Borrower hereby grants Lender a security interest in all such Collateral. The Mortgaged remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Deed of Trust shall include, but not be limited to those [i] prescribed herein, or [ii] prescribed by general law, or [iii] prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Lender’s sole election. Borrower and Lender agree that the filing of any such financing statement or statements in the records normally having to do with personal property shall not in any way affect the agreement of Borrower and Lender that everything used in connection with the production of income from the Property includes or adapted for use therein or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings, both legal or equitable, shall be, regarded as part of the real estate conveyed hereby regardless of whether any such item is physically attached to the improvements, serial numbers are used for the better identification of certain items capable of being thus identified in an exhibit to this Deed of Trust, or any such item is referred to or reflected in any such financing statement or statements so filed at any time. Similarly, the mention in any such financing statement or statements of the rights in and to [A] the proceeds of any insurance policy, or [B] any award in eminent domain proceedings for a taking or for loss of value, or [C] Borrower’s interest as landlord in any present or future Lease or sublease or rights to income growing out of the use and/or occupancy of the Property, whether pursuant to a tenant Lease of space in the Property or otherwise, shall not in any way alter any of the rights of Lender as determined by this Deed of Trust or affect the priority of Lender’s security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement or statements is solely for the protection of Lender in the event any court shall at any time hold with respect to the foregoing clauses [A], [B], or [C] of this sentence, that notice of Lender’s priority of interest, to be effective against a particular class of persons, must be filed in the Uniform Commercial Code records. Said security interest shall attach thereto as soon as Borrower obtains any interest in any of the Collateral and before the Collateral becomes fixtures or before the Collateral is installed or affixed to other collateral for the benefit of Lender, to secure the Indebtedness, and all other sums and charges which may become due hereunder or thereunder. The security interest held by Lender shall cover cash and non-cash proceeds of the Collateral, but nothing contained herein shall be construed as authorizing, either expressly or by implication, the sale or other disposition of the Collateral by Borrower, which sale or other disposition is hereby expressly prohibited without the Lender’s prior written consent, or as otherwise provided herein. No personal property or business equipment owned by any Tenants (as hereinafter defined) holding under Borrower is included within this Deed of Trust, except to the extent of Borrower’s landlord’s lien with respect thereto. Notwithstanding the foregoing, (i) Collateral specifically excludes all trade or business fixtures, equipment, and personal property owned by tenants of the Property, and (ii) it is recognized that Borrower’s rights in certain of the Collateral are subject to the rights of tenants to utilize the same for the term of their leases. In the Event of Default under this Deed of Trust, Lender, pursuant to said Uniform Commercial Code, shall have the option of proceeding as to both real and personal property and all other in accordance with its rights and interestsremedies in respect of the real property, whether tangible or intangible in nature, which event the default provisions of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 shall not apply. The parties agree that, in the Mortgaged Property so subject event Lender elects to proceed with respect to the Uniform Commercial Code being called in this Section 18 Collateral separately from the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryreal property, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes requirement of the Uniform Commercial Code as to all reasonable notice of any proposed sale 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 disposition of the Collateral or any part thereof, and to take shall be met if such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect notice is mailed to the Collateral. Any notice of saleBorrower, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof as hereinafter provided, at least five (5) days prior to the time of such actionsale or disposition. Borrower agrees that, shall constitute commercially reasonable notice without the prior written consent of Lender, Borrower will not remove or permit to Trustor. The proceeds of be removed from the real property hereby conveyed, any disposition of the CollateralCollateral unless the same is replaced immediately with unencumbered Collateral of a quality and value equal or superior to that which it replaces. All such replacements, or any part thereof, may renewals and additions shall become and be applied by Beneficiary immediately subject to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and be covered thereby. Borrower warrants and represents that all Collateral now is, and that all replacements thereof, substitutions therefor or additions thereto will be, free and clear of liens, encumbrances or security interests of others, except as to the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Permitted Exceptions.
Appears in 1 contract
Sources: Deed of Trust, Assignment of Rents and Security Agreement (Griffin Industrial Realty, Inc.)
Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning As of the Uniform Commercial CodeFirst Amendment Effective Date, each Loan Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby and by the Credit Agreement. The Mortgaged Property includes both real In addition, each Loan Party reaffirms the security interests previously granted by such Loan Party under the terms and personal property conditions of the Security Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Security Agreement secure the Obligations. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all other rights and interests, whether tangible or intangible in nature, of Trustor Collateral (as defined in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants Security Agreement) encumbered thereby will continue to Beneficiaryguarantee or secure, as security for the Debtcase may be, a security interest in the Mortgaged Property to the full fullest 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor possible in accordance with the provisions hereof at least five (5) days prior to such actionLoan Documents, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition the payment and performance of the CollateralObligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment), as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Loan Party now or any part thereofhereafter existing, may be applied by Beneficiary (ii) confirms its respective prior grant to the payment Collateral Agent for the benefit of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In Secured Parties of the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in and continuing lien on all of such Loan Party’s right, title and interest in, to and under all Collateral (as defined in the CollateralSecurity Agreement), whether now owned or existing or hereafter acquired or arising and shall pay wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all expenses and fees applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment), subject to the terms contained in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other applicable Loan Documents. Trustor hereby irrevocably appoints Beneficiary as , (iii) confirms its attorney-in-factrespective guarantees, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryprior pledges, to file with the appropriate public office on its behalf any financing or prior grants of security interests and other statements signed only by Beneficiaryobligations, as Trustor's attorney-in-factapplicable, in connection with under and subject to the Collateral covered by this Deed terms of Trust. Notwithstanding each of the foregoing, Trustor shall appear and defend in any action or proceeding Loan Documents to 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary it is a party to such action or proceeding)and (iv) in each case, on and after the First Amendment Effective Date, acknowledges and affirms that the Revolving Loans constitute “Secured Obligations” as defined in the Security Agreement.
Appears in 1 contract
Security Agreement. This Deed With respect to any of Trust is both a real the machinery, apparatus, equipment, fittings, fixtures, building supplies and materials, articles of personal property, chattels, chattel paper, documents, inventory, accounts, receivables, revenues from the use of the Property or facilities thereon, farm products, water rights, consumer goods and general intangibles or other property deed or rights described in granting clauses B through E in this Mortgage or in any way connected with the use and enjoyment of trust and a "security agreement" the Property, including any personal property or fixtures included within the meaning definition of the term "Property" (other than any personal property which may be now or hereafter deemed to be toxic or Hazardous Materials) whether now owned or hereafter from time to time acquired, together with all substitutions, replacements, additions, attachments, accessories and all of the rents, issues, income, revenues, receivables, accounts, security deposits and profits derived from the Property (hereafter collectively referred to as the "Collateral"), this Mortgage is hereby also made and declared to be a security agreement encumbering each and every item of such property comprising a part of the Collateral, in compliance with the provisions of the Uniform Commercial CodeCode as enacted in the state where the Land is located, and Borrower hereby grants Trustee, for the benefit of Mortgagee a security interest in all such property. Upon request by Mortgagee, at any time and from time to time, a financing statement or statements reciting this Mortgage to be a security agreement affecting all of such property shall be executed by Borrower and Mortgagee and appropriately filed. The Mortgaged Property includes remedies for any -12- 222 violation of the covenants, terms and conditions of the security agreement contained in this Mortgage shall include, but not be limited to those [i] prescribed herein, or [ii] prescribed by general law, or [iii] prescribed by the specific statutory consequences now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. Said security interest shall attach thereto as soon as Borrower obtains any interest in any of the Collateral and before the Collateral becomes fixtures or before the Collateral is installed or affixed to other collateral for the benefit of Mortgagee, to secure the Indebtedness, and all other sums and charges which may become due hereunder or thereunder. The security interest held by Mortgagee shall cover cash and non-cash proceeds of the Collateral, but nothing contained herein shall be construed as authorizing, either expressly or by implication, the sale or other disposition of the Collateral by Borrower, which sale or other disposition is hereby expressly prohibited without the Mortgagee's prior written consent, or as otherwise provided herein. No personal property or business equipment owned by any Tenants (as hereafter defined) holding under Borrower is included within this Mortgage, except to the extent of Borrower's landlord's lien with respect thereto. In the event of default under this Mortgage, Mortgagee, pursuant to said Uniform Commercial Code, shall have the option of proceeding as to both real and personal property and all other in accordance with its rights and interestsremedies in respect of the real property, whether tangible or intangible in nature, which event the default provisions of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 shall not apply. The parties agree that, in the Mortgaged Property so subject event Mortgagee elects to proceed with respect to the Uniform Commercial Code being called in this Section 18 Collateral separately from the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryreal property, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes requirement of the Uniform Commercial Code as to all reasonable notice of any proposed sale 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 disposition of the Collateral or any part thereof, and to take shall be met if such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect notice is mailed to the Collateral. Any notice of saleBorrower, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof as hereafter provided, at least five (5) days prior to the time of such actionsale or disposition. Borrower agrees that, shall constitute commercially reasonable notice without the prior written consent of Mortgagee, Borrower will not remove or permit to Trustor. The proceeds of be removed from the real property hereby conveyed, any disposition of the CollateralCollateral unless the same is replaced immediately with unencumbered collateral of a quality and value equal or superior to that which it replaces. All such replacements, or any part renewals and additions shall become and be immediately subject to the security interest of this Mortgage and be covered thereby. Borrower warrants and represents that all Collateral now is, and that all replacements thereof, may be applied by Beneficiary substitutions therefor or additions thereto will be, free and clear of liens, encumbrances or security interests of others, except as to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Permitted Exceptions.
Appears in 1 contract
Sources: Loan Agreement (Jameson Inns Inc)
Security Agreement. This Deed To further secure the Indebtedness, ▇▇▇▇▇▇▇▇▇ hereby grants to Mortgagee a security interest in all of Trust is both a real Mortgagor’s rights, titles and interests in and to the Mortgaged Properties insofar as such Mortgaged Properties consist of goods, equipment, accounts, contract rights, general intangibles, inventory, Hydrocarbons, goods that are or are to become fixtures, as-extracted collateral and any and all other personal property deed of trust any kind or character defined in and a "security agreement" within subject to the meaning provisions of the Uniform Commercial Code, including the proceeds and products from any and all of such personal property, including without limitation the personal property listed on Schedule A attached hereto (all of the foregoing being collectively called the “Collateral”), BUT EXPRESSLY EXCEPTING that certain 1979 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Double-Triple Workover Rig, Model #38, VIN#042388 owned by Mortgagor. The Mortgaged Property includes Upon the occurrence of any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Uniform Commercial Code with reference to the personal property and fixtures in which Mortgagee has been granted a security interest herein, or the Mortgagee may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument with respect to the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Mortgagee under any other provision of this instrument or intangible under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or as security for the DebtIndebtedness. ▇▇▇▇▇▇▇▇▇, a security interest in as debtor (sometimes herein called “Debtor”) covenants and agrees with Mortgagee, as secured party (sometimes herein called “Secured Party”) that:
a. To the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion permitted by law, Debtor expressly waives any notice of sale or other disposition of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute Collateral and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and right or remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted of a debtor or formalities prescribed by law relative to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor’s addresses set out herein at least ten calendar days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarythe notice.
b. Following an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral are waived.
c. All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
d. All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and costs, shall execute, file be added to the Indebtedness and record such the Debtor shall be liable therefore.
e. Should Secured Party elect to exercise its rights under the Uniform Commercial Code forms as are necessary to maintain part of the priority Collateral, this election shall not preclude Secured Party from exercising any other rights and remedies granted by this instrument as to the remainder of Beneficiary's lien upon the Collateral.
f. Any copy of this instrument may also serve as a financing statement under the Uniform Commercial Code between the Debtor, whose present mailing addresses is ▇▇▇▇▇▇▇▇▇’s addresses listed on the first page of this Mortgage, and security interest Secured Party, whose present mailing address is the Mortgagee’s address listed on the first page of this Mortgage.
g. Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral, and at the reasonable request of Secured Party, Debtor shall join Secured Party in executing one or more such financing statements pursuant to the Uniform Commercial Code in form satisfactory to Secured Party, and will pay the cost of filing or recording a financing statement or statements or this instrument, as a financing statement, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional any financing statement or of this instrument is reasonably deemed by Secured Party to be necessary or desirable.
h. The office where ▇▇▇▇▇▇ keeps ▇▇▇▇▇▇’s accounting records concerning the Collateral covered by this Security Agreement is at Mortgagor’s office at ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇.
i. Portions of the Collateral consist of (i) oil, gas and other minerals (as-extracted collateral) produced or to be produced from the lands described in the Leases or covered by the Mineral Interests and to the accounts resulting from the sale thereof at the wellhead, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Properties, and Debtor hereby agrees that this instrument shall be filed for record in the real property records and the Uniform Commercial Code forms records of the county in which the Mortgaged Properties are located as a financing statement to perfect the security interest of Secured Party in the portions of the Collateral. The oil, gas and other minerals and accounts will be financed at the wellhead of the oil and gas ▇▇▇▇▇ located on the lands described in the Leases or continuation statementscovered by the Mineral Interests. The name of the record owner of the Mortgaged Properties is the party named herein as ▇▇▇▇▇▇▇▇▇ and Debtor. If allowed by applicable law, Trustor shallthis Mortgage when filed for record shall constitute a financing statement for fixtures and as-extracted collateral, promptly after requestas those terms are defined in the Uniform Commercial Code. Nothing contained herein shall impair or limit the effectiveness of this document as a security agreement or financing statement for other purposes.
j. Upon default hereunder, Debtor hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact (such agency being coupled with an interest), and as such attorney-in-fact, Secured Party may, without the obligation to do so, in Debtor’s name or in the name of Secured Party, prepare, execute, file and record such Uniform Commercial Code forms financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or continuation statements as Beneficiary shall deem necessarypreserve any of Secured Party’s security interests and rights in or to any of the Mortgaged Properties, and shall pay all expenses and fees in connection with the filing and recording thereofupon a default hereunder, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 take any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)required of Debtor.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Financing Statement (Native American Energy Group, Inc.)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Grantor hereby grants to Beneficiary, as security for the Debt, Beneficiary a security interest in the Mortgaged Property and 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances certain property as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein grantedfollows:
1. This Deed of Trust shall also constitute and serve as a "fixture filing" “Security Agreement” on personal property within the meaning of, and shall constitute a first and prior security interest under Chapter 9 of the Code, with respect to the Personalty, Fixtures and Leases, subject only to Permitted Encumbrances. To this end, Grantor has granted, bargained, conveyed, assigned, transferred and set over, and by these presents does grant, bargain, convey, assign, transfer and set over, unto Trustee, for the benefit of Beneficiary as a secured party, a first and prior security interest (subject only to Permitted Encumbrances) and all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases, in trust, to secure the full and timely payment and performance of the Obligations.
2. Beneficiary, as well as Trustee on Beneficiary’s behalf, shall have all the rights, remedies and recourses with respect to the Personalty, Fixtures and Leases afforded a “Secured Party” by Chapter 9 of the Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded Beneficiary or Trustee by the Loan Documents.
3. The security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a party in possession of the Property, to obligate Trustee or Beneficiary to lease the Property, or to take any action, incur any expenses or perform any obligation whatsoever under any of the Leases or otherwise.
4. Upon the occurrence of an Event of Default and at any time thereafter:
(a) Trustee or Beneficiary shall have, with regard to the Personalty, Fixtures and Leases the remedies provided in this Deed of Trust and in the Code (no such remedy granted by the Code being excepted, modified or waived herein). Trustee or Beneficiary may use his or its discretion in exercising the rights and electing the remedies; provided, however, all acts shall be in compliance with the standards of the Code, where applicable and required. For purposes of the Uniform Commercial Code as to all or any part notice requirements of the Mortgaged Property Code and this Section F, it is agreed that notice sent or given not less than ten (10) calendar days prior to the taking of the action to which now the notice relates, is reasonable notice.
(b) Trustee or hereafter constitute "fixtures" under Beneficiary shall be entitled, acting in his or its sole discretion, to apply the Uniform Commercial proceeds of any disposition of the Personalty, Fixtures and Leases in the order set forth in Chapter 9 of the Code, or, if allowed by the Code, in the order set forth in Paragraph 7 of Section D hereof.
5. Beneficiary may require Grantor to assemble the Personalty, Fixtures and Leases and make them available to Beneficiary or Trustee at a place to be designated by Beneficiary that is reasonably convenient to both parties. All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the Personalty, Fixtures and Leases and the like which are incurred or paid by Beneficiary as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and costs, shall be added to the Obligations and Grantor shall be liable therefor.
6. As to the Personalty, Fixtures and Leases, this Deed of Trust shall be effective as a financing statement when filed for record in the Deed of Trust Records of any county in which any portion of the Land is located. The record owner of the Land is Grantor, whose mailing address for purposes of such financing statement is set forth in the opening recital hereinabove. Information concerning the security interest herein granted created by this instrument may be obtained from the parties Beneficiary at the addresses of the parties its address similarly set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)opening recital.
Appears in 1 contract
Security Agreement. (a) This Deed of Trust is both a real property deed of trust Indenture shall also be considered to be, 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debtshall be construed as, a security interest in agreement ("Security Agreement") with respect to any portion of the Mortgaged Property to the full extent that the Mortgaged Property may be Estate constituting security subject to the Uniform Commercial Code (said as enacted in the states where Properties are located, and the Indenture Trustee is hereby granted a security interest in the personalty and any portion of the Mortgaged Property so Estate, including the Improvements, which is or may be subject to such Uniform Commercial Code and in the right, title and interest of the Grantor in, to and under the Lease and each other Operative Document (collectively, "Security"). It is the intention of the Grantor and the Indenture Trustee that the Properties, including the Improvements other than the personalty, are and shall be regarded as "real property," subject to the Uniform Commercial Code being called in this Section 18 laws governing real property of the "Collateral")States where any of the same are located. Trustor hereby agrees to execute and deliver to BeneficiaryNevertheless, in form addition to the personalty, the Properties, including the Improvements, are included as Security within this Security Agreement in order to create a security interest in favor of the Indenture Trustee in the event that such items are determined to be personal property under the law. A financing statement or statements with respect to such Security shall be executed by the Grantor and substance reasonably satisfactory to Beneficiarythe Indenture Trustee and appropriately filed by the Grantor. The Grantor shall execute, such deliver, file and refile any financing statements and such further assurances as Beneficiary statements, continuation statements, or other security agreements the Indenture Trustee may require from time to time reasonably consider necessary to createconfirm the Lien of this Indenture with respect to such property. Without limiting the foregoing, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" the Grantor hereby irrevocably appoints the Indenture Trustee attorney-in-fact for the purposes Grantor to execute, deliver and file such instruments for and on behalf of them. The Grantor shall not change its principal place of business or jurisdiction of organization without giving the Uniform Commercial Code as to all or any part of Indenture Trustee at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements executed by 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 Grantor in the first paragraph same form as the financing statements delivered to the Indenture Trustee on the date hereof except for the change of this Deed of Trustaddress. If an Upon any Event of Default hereunder, the Indenture Trustee shall occur, Beneficiaryhave, in addition to any other rights and remedies which it may havehereunder, 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 applicable Uniform Commercial Code. The Indenture Trustee shall give each of the Grantor and the Lessee written notice of the time and place of any public sale of such Security or of the time after which any private sale or other intended disposition thereof is to be made by notice to each of the Grantor and the Lessee at least ten (10) Business Days before the time of such sale or other disposition, which provision for notice the Grantor and the Lessee each agrees is reasonable, it being understood that the Indenture Trustee shall exercise the sale remedies under this Section 21.01 only following an Event of Default.
(b) The Grantor and the Indenture Trustee agree that the filing of any financing statement or statements in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing the stated intention of the Grantor and the Indenture Trustee that everything owned by the Grantor and used in connection with the production of income from the Properties or adapted for use therein or which is described or reflected in this Indenture and which constitutes a portion of the Properties other than the personalty, is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as real property (except for any trade fixtures, equipment or other personalty owned by the Lessee under the provisions of the Lease), irrespective of whether (A) any such item is physically attached to the Improvements, (B) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (C) any such item is referred to or reflected in any such financing statement or statements so filed at any time. Similarly, the mention in any such financing statement or statements of the rights in and to (x) any insurance proceeds in respect of a Casualty or an Event of Loss or (y) any condemnation award in respect of a Condemnation or Event of Taking, or (z) the interest of the Grantor as landlord in any present or future lease or rights to income growing out of the use and occupancy of the Properties, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of the Indenture Trustee or the Deed of Trustee State Trustee or Holders as determined by this instrument or impugning the priority of the Lien of the Indenture Trustee granted hereby or by any other recorded document, but such mention in this Indenture or in such financing statement or statements is declared to be for the protection of the Indenture Trustee in the event any court shall at any time hold with respect to the foregoing clause (x), (y) or (z) that notice of the interest of the Indenture Trustee, to be effective against a particular class of Persons, must be filed in the relevant Uniform Commercial Code records.
(c) Notwithstanding any release of any or all of that property included in the Estate which is deemed "real property," any proceedings to foreclose the Indenture or its satisfaction of record with respect to such "real property," the terms of this Section 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 such obligations of the Grantor as are now or hereafter evidenced or secured by this Indenture.
(d) Without limitation of the rights of enforcement of the Indenture Trustee, the Deed of Trust State Trustees or any Holder with respect to the Security or any part thereof in accordance with the procedures for foreclosure of real estate or any other rights or remedies available to the Indenture Trustee, the Deed of Trust State Trustees or the Holders, the Indenture Trustee and a Majority in Interest of Secured Note Holders may, upon the occurrence of an Event of Default, exercise rights of enforcement with respect to the security or any part thereof under the applicable Uniform Commercial Code, includingas amended from time to time, without limiting of each State wherein the generality of relevant Property is located and in conjunction with, in addition to or in substitution for those rights and remedies: (i) the foregoing, the right Indenture Trustee and each Holder may enter upon Grantor's premises to take possession of of, assemble and collect the Collateral or any part thereofSecurity or, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition extent and for those items or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority Security permitted under Applicable Laws and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by BeneficiaryRegulations, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).render it
Appears in 1 contract
Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning (a) Performance of the Uniform Commercial Code. The Mortgaged Property includes both real Company’s obligations to repay the Loans and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor amounts due under the Senior Notes shall be secured under a security agreement in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants form attached hereto as Exhibit B (the “Security Agreement”), pursuant to Beneficiary, which the Company shall grant to the Collateral Agent (as security defined below) for the Debt, benefit of the Senior Noteholders a security interest in the Mortgaged Property Company’s assets, as set forth therein. The Company will deliver to each Senior Noteholder with the delivery of the Senior Note an executed copy of the Security Agreement.
(b) The lien on the Company’s assets established by the Security Agreement (the “Lien”) will be subordinate to the full extent that liens of any Bank Borrowings, as provided in Section 4.3(a).
(c) Each Investor hereby irrevocably appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, LLC1 to act on his/her/its behalf as the Mortgaged Property may be subject Collateral Agent (the “Collateral Agent”) hereunder and under the Security Agreement and authorizes the Collateral Agent to take such actions on his/her/its behalf and to exercise such powers as are delegated to the Uniform Commercial Code (said portion Collateral Agent by the terms hereof or thereof for purposes of acquiring, holding and enforcing any and all Liens on the Company’s assets granted by the Company and the Company’s obligations under the Senior Notes, together with such powers and discretion as are reasonably incidental thereto. The powers and authority granted to the Collateral Agent shall include, but not be limited to, the power and authority to retain any legal advisor, financial advisor and/or other agent(s) as the Collateral Agent considers to be necessary, appropriate, desirable, convenient or proper to assist the Collateral Agent, or to act on the Collateral Agent’s behalf, in the exercise of any and all of the Mortgaged Property so subject to powers and authority the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it Collateral Agent may have, shall have including but not limited to, those described above or otherwise provided under this Agreement or the Security Agreement.
(d) Appointment of Collateral Agent by Investor is knowing and may exercise immediately and without demandvoluntary, any and all rights and remedies granted to a secured party upon default under after being advised that Collateral Agent has been engaged by the Uniform Commercial CodeCompany, including, without limiting the generality on behalf of the foregoingInvestors, and receives payment to perform services as Collateral Agent from the Company. Pursuant to the applicable Rules of Professional Conduct governing lawyers, Collateral Agent hereby provides written notice to each Investor that a potential conflict of interest may arise where the interests of the Investors may be limited or potentially compromised by the Collateral Agent’s duty to the Company, or other clients. Notwithstanding the potential conflict of interest, the right ethical rules permit Collateral Agent to take possession of the proceed, provided that all affected parties provide with informed consent. The Company, by execution below, provides Collateral or any part thereofAgent with informed consent, after being duly advised. By signing this Agreement, Investor acknowledges that he/she/it has been informed of, and understands, the pros and cons of providing informed consent to take such other measures as Beneficiary Collateral Agent, notwithstanding the fact that potential conflicts of interest may deem necessary for arise. Investor also acknowledges that he/she/it was afforded a reasonable and fair opportunity to secure independent legal advice regarding the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem properinformed consent given herein. In the unlikely event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain that the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled Collateral Agent is faced with an interest upon Trustor's failure actual conflict of interest, the ethical rules may dictate that Collateral Agent discontinue services for all impacted parties, including but not limited to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Investors.
Appears in 1 contract
Sources: Senior Secured Demand Note Purchase Agreement (Iron Bridge Mortgage Fund LLC)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute and serve as a "fixture filingsecurity agreement" for on personal property within the purposes meaning of, and shall constitute a first and prior security interest under, the U.C.C. with respect to all of the Uniform Commercial Code as personal property described herein in Granting Clauses II, III, V, VI, VII, VIII, and IX. To this end, the Grantor has granted, bargained, conveyed, assigned, transferred and set over and by these presents does grant, bargain, convey, assign, transfer and set over unto the Indenture Trustees a first and prior security interest in all of the Grantor's right, title and interest in all of the Granted Property not constituting real property under the laws of the State of North Carolina to secure the full and timely payment and the full and timely performance and discharge of the Indebtedness Hereby Secured. Upon any default of the Grantor hereunder, the Indenture Trustees shall be entitled to exercise with the respect to all or any part such personal property all of the Mortgaged Property rights and remedies set forth herein and in the Note Agreements and the Indenture or otherwise afforded to a secured party under the terms of the U.C.C., any or all of which remedies or rights may be pursued and exercised concurrently, consecutively, alternatively or otherwise. The Grantor will execute, file and refile, one or more supplemental security agreements and financing statements as Beneficiaries may from time to time require covering any property now or hereafter constitute "fixtures" under constituting a portion of the Uniform Commercial Code. Information concerning Granted Property securing the Indebtedness Hereby Secured and such financing statements and other and further assurances as Indenture Trustees may request to perfect or evidence the security interest herein granted may be obtained from created and to particularize and identify the parties at collateral. The Grantor hereby authorizes the addresses of Indenture Trustees to file such financing statement or statements pursuant to the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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, includingU.C.C., without limiting the generality signature of the foregoingGrantor, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary Indenture Trustees may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and to perfect such interests or rights in their favor. This authority 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, be considered a power coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with and shall be irrevocable until all the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, Indebtedness Hereby Secured has been paid in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)full.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Ramsay Health Care Inc)
Security Agreement. This (a) Insofar as the fixtures and articles of personal property either referred to or described in this Deed of Trust are in any way connected with the use and enjoyment of the Premises, this Deed of Trust is both hereby made and declared to be a real property deed of trust and a "security agreement" within the meaning , encumbering each and every item 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiaryincluded herein, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for compliance with the purposes provisions of the Uniform Commercial Code as enacted in the Commonwealth of Virginia. A financing statement or statements reflecting the grant of security interest by this Deed of Trust and affecting all of said personal property may be filed by the Lender without, to all or the extent permitted by applicable law, ▇▇▇▇▇▇▇’s signature thereon. The mention in any part such financing statement(s) of the Mortgaged Property which rights in and to (i) the proceeds of any fire or hazard insurance policy or (ii) any award in eminent domain proceedings for a taking or for loss of value or (iii) the Grantor’s interest as lessor in any present or future lease or rights to income growing out of the use or occupancy of the Premises shall never be construed as in any manner altering any of the rights of the Grantor or the Lender as determined by the Loan Agreement or this instrument or impugning the priority of the Lender’s Lien granted hereby or by any other recorded document, but such mention in such financing statement(s) is declared to be for the protection of the Lender in the event any court shall at any time hold with respect to the foregoing (i) or (ii) or (iii), that for the priority of the Lender’s security interest to be effective against a particular class of persons, notice of such security interest must be filed in the Uniform Commercial Code records; provided, that if there is a conflict between the terms of this paragraph and the terms of the Security Agreement, the Security Agreement shall govern. The remedies for any violation of the covenants, terms and condition of the security agreement herein contained shall be (A) as prescribed herein or in the Security Agreement or the other Loan Documents or (B) as prescribed by general law or by the specific statutory consequences now or hereafter constitute "fixtures" under the enacted and specified in said Uniform Commercial Code. Information concerning the security interest herein granted may be obtained from the parties , at the Lender’s sole election.
(b) The Grantor warrants that the names and addresses of the parties set forth in the first paragraph hereof may be used on such financing statements and a statement indicating the types, or describing the items, of this Deed of TrustCollateral is set forth hereinabove. If an Event of Default shall occur, Beneficiary, 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 The location of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for which is Tangible Personalty is upon the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorLand. The proceeds of any disposition of Grantor agrees to furnish the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event Lender with notice of any change in the name, identity identity, company structure, residence, principal place of business or structure mailing address of the Lessor or the Grantor within ten (10) days of the effective date of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust change and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf Grantor will promptly execute and/or deliver any financing statements or other statements signed only instruments deemed necessary by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in Lender to prevent any action filed financing statement from becoming misleading 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)losing its perfected status.
Appears in 1 contract
Security Agreement. This Deed Insofar as any item of Trust property included in the Mortgaged Property which is both or might be deemed to be "personal property" is concerned, this Mortgage is hereby made and declared to be a real security agreement and fixture financing statement, granting a security interest in and to each and every item of such property deed of trust and a included in the Mortgaged Property (hereinafter collectively referred to as the "security agreement" within Collateral"), in compliance with the meaning provisions of the Uniform Commercial Code. The remedies for any violation of the covenants, terms and conditions of the security agreement herein contained shall be (i) as prescribed herein, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory consequences now or hereafter enacted and specified in the Uniform Commercial Code, all at Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of such financing statement(s) in the records normally having to do with personal property shall never be construed as in any wise derogating from or impairing this declaration and hereby stated intention of Mortgagor and Mortgagee that everything used in connection with the production of income from the Mortgaged Property includes 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 real legal or equitable shall be, regarded as part of the Real Estate irrespective of whether (i) any such item is physically attached to the Real Estate or the Improvements, (ii) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (iii) any such item is referred to or reflected in any such financing statement(s) so filed at any time. Similarly, the mention in any such financing statement(s) of the rights in and personal property and all other to the proceeds of any hazard insurance policy, or any award in eminent domain proceedings for a taking or for loss of value, or Mortgagor’s interest as lessor in any present or future lease or rights and interests, whether tangible or intangible in nature, to income growing out of Trustor in the use and/or occupancy of the Mortgaged Property. Trustor , whether pursuant to lease or otherwise, shall never be construed as in any wise altering any of the rights of Mortgagee as determined by executing and delivering this Deed instrument or impugning the priority of Trust has Mortgagee’s lien granted and hereby grants or by any other recorded document, but such mention in such financing statement(s) is declared to Beneficiary, as security be for the Debt, a security interest protection of Mortgagee in the Mortgaged Property event any court shall at any time hold, with respect to any such matter, that notice of Mortgagee’s priority of interest, to be effective against a particular class of persons, must be filed in 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes records of the Uniform Commercial Code as to all or any part kept with the Secretary of State of the Mortgaged Property which now Debtor’s location. Mortgagor warrants that (i) Mortgagor’s (that is, "Debtor’s") name, identity 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 organizational structure and residence or place of the parties creation are as set forth in the first paragraph of this Deed Agreement; and (iii) the location of Trustall collateral constituting fixtures is upon the Real Estate. If an Event Mortgagor covenants and agrees that Mortgagor will not change its name, identity or organizational structure. The information contained in this Paragraph 16 is provided in order that this Mortgage shall comply with the requirements of Default shall occur, Beneficiary, 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 for instruments to be filed as financing statements. The names of the foregoing"Debtor" and the "Secured Party", the right to take possession identity or organizational structure and residence or place of creation of "Debtor", and the mailing address of the Collateral or any part thereof"Secured Party" from which information concerning the security interest may be obtained, and to take such other measures the mailing address of "Debtor", are as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest set forth in the Collateral first paragraph of this Mortgage, and in enforcing a statement indicating the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateraltypes, or any part thereofdescribing the items, may be applied by Beneficiary to the payment of the Debt collateral is set forth in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Mortgage.
Appears in 1 contract
Security Agreement. This Deed of Trust is both a real property deed of trust (a) The Seller and a "security agreement" within the meaning Issuer intend that the transfer by the Seller of the Uniform Commercial Code. The Mortgaged Property includes both real initial Contributed Assets pursuant to Section 2.01 hereof and personal property each subsequent transfer by the Seller of additional Contributed Assets and all other rights Excess Assets pursuant to Section 2.02 hereof shall each constitute a valid sale, transfer and interests, whether tangible or intangible in nature, conveyance by the Seller of Trustor the Contributed Assets and Excess Assets and that the Contributed Assets and Excess Assets shall not be part of the Seller’s estate in the Mortgaged Propertyevent of the insolvency or bankruptcy of the Seller.
(b) The Seller and the Issuer intend that their operations and business would not be substantively consolidated in the event of the bankruptcy or insolvency of the Seller and that the separate existence of the Seller and the Issuer would not be disregarded in the event of the insolvency or the bankruptcy of the Seller. Trustor by executing and delivering In the event that (i) any such Contributed Assets or Excess Assets are held to be property of the Seller’s bankruptcy estate or (ii) this Deed of Trust has granted and hereby grants Agreement is held or deemed to Beneficiary, as security for the Debt, create a security interest in the Mortgaged Property Contributed Assets and Excess Assets, then (x) this Agreement shall constitute a security agreement within the meaning of Article 8 and Article 9 of the UCC as in effect in the State of New York and (y) the conveyances provided for in Section 2.01 and Section 2.02 hereof shall constitute a grant by the Seller to the full extent that Issuer of a valid first priority perfected security interest in all of the Mortgaged Property may be subject Seller’s right, title and interest in and to the Uniform Commercial Code (said portion Contributed Assets and Excess Assets, which security interest has been assigned to the Indenture Trustee pursuant to Section 4.03 hereof and which security interest will be deemed to have been granted directly to the Indenture Trustee from the Seller in the event of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes consolidation of the Uniform Commercial Code as to all or Seller and the Issuer in any part of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial CodeInsolvency Proceeding. 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 In furtherance of the foregoing, (i) the right to take possession Issuer shall have all of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation rights of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder secured party with respect to the Collateral. Any notice of saleContributed Assets and Excess Assets pursuant to applicable law and (ii) the Seller shall execute all documents, disposition or other intended action by Beneficiary with respect including but not limited to UCC financing statements, as the Collateral sent Issuer may reasonably require to Trustor in accordance with effectively perfect and evidence the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such Issuer’s first priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the CollateralContributed Assets, Excess Assets and shall pay all expenses each Owner Trust’s ownership interest in the Engines, Lease Agreements and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing other Related Assets owned or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record purported to be owned by such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Owner Trust. Notwithstanding the foregoingThe Seller also covenants not to pledge, Trustor shall appear and defend assign or grant any interest to any other party in any action or proceeding Contributed Assets and Excess Assets other than the leasehold interest which affects or purports is granted to affect a Lessee pursuant to 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)applicable Lease Agreement.
Appears in 1 contract
Sources: Contribution and Sale Agreement (Willis Lease Finance Corp)
Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning Without limiting any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestsprovisions of this instrument, whether tangible or intangible in natureorder to secure the Indebtedness, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryMortgagor, as security for the DebtDebtor (referred to in this ARTICLE VIII as "Debtor"), hereby expressly GRANTS, ASSIGNS, TRANSFERS and SETS OVER unto Mortgagees, as Secured Party (Mortgagees being referred to collectively in this ARTICLE VIII as "Secured Party"), a first Lien upon and a security interest in all the Mortgaged Property (including, without limitation, all Mortgaged Property that constitutes equipment, accounts, contract rights, goods, instruments, general intangibles, inventory, Hydrocarbons, fixtures and other personal property of any kind or character (including both those now and those hereafter existing)) to the full extent that the such Mortgaged Property may be subject to the Uniform Commercial Code of the state or states where such Mortgaged Property is located, including all products and proceeds of such Mortgaged Property (said portion of the Mortgaged Property so subject Property, products and proceeds being hereinafter collectively referred to the Uniform Commercial Code being called in this Section 18 as the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of this ARTICLE VIII). The Lien and security interest created by this Mortgage attaches upon the delivery hereof. Debtor covenants and agrees with Secured Party that:
(a) In addition to and cumulative of any other remedies granted in this instrument to Secured Party or to the Trustee, Secured Party may, upon the occurrence and during the continuance of an Event of Default, proceed under said 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights Collateral and remedies which it may have, shall have and may exercise immediately with respect to the Collateral all the rights, remedies and without demand, any and all rights and remedies granted to powers of a secured party upon after default under the said Uniform Commercial Code, including, without limiting the generality of the foregoinglimitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of, lease or utilize the Collateral and any part or parts thereof in any manner authorized or permitted under said Uniform Commercial Code after default by a debtor, and to apply the proceeds thereof toward payment of any costs and expenses and attorneys' fees and legal expenses thereby incurred by Secured Party, and toward payment of the Indebtedness in such order or manner as set forth in this Mortgage.
(b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right (without limitation) to take possession of the Collateral or and to enter upon any part thereofpremises where same may be situated for such purpose without being deemed guilty of trespass and without liability for damages thereby occasioned, and to take such any action deemed necessary or appropriate or desirable by Secured Party, at its option and in its discretion, to repair, refurbish or otherwise prepare the Collateral for sale, lease or other measures use or disposition as Beneficiary may deem necessary for herein authorized.
(c) To the careextent permitted by law, protection and preservation Debtor expressly waives notice of any right or remedies of a debtor (other than notice of sale or other disposition of the Collateral) or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default hereunder; and with respect to any required notice, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at the address shown with Debtor's signature hereinbelow at least ten (10) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. Such notice, in case of a public sale or disposition, shall state the time and place fixed for such sale or disposition and, in case of a private sale or disposition, shall state the date after which such sale or disposition is to be made.
(d) Any public sale of the Collateral shall be held at such time or times within ordinary business hours and at such places as Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Secured Party may determine.
(e) Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same shall be so adjourned.
(f) In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.
(g) Upon request or demand the occurrence and during the continuance of Beneficiaryan Event of Default, Trustor shall Secured Party is expressly granted the right, at its expense option, to transfer at any time to itself or to its nominee the Collateral, or any part thereof and to hold the same as security for the Indebtedness, and to receive the monies, income, proceeds or benefits attributable or accruing thereto and to apply the same toward payment of the Indebtedness, whether or not then due, in such order or manner as Secured Party may elect. All rights to marshaling of assets of Debtor, including any such right with respect to the Collateral, are hereby waived.
(h) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment, lease or other disposition or utilization of the Collateral or any part thereof hereunder shall be full proof of the matter stated therein, no other proof shall be required to establish full legal propriety of the sale or other action or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action and of any fact, condition or thing incident thereto shall be presumed conclusively to have been performed or to have occurred.
(i) Upon the occurrence and during the continuance of an Event of Default, Secured Party may require Debtor to assemble the Collateral and make it available to Beneficiary Secured Party at a place to be designated by Secured Party that is reasonably convenient place acceptable to Beneficiaryboth parties. Trustor shall pay to Beneficiary on demand any All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the Collateral and all expensesthe like which are incurred or paid by Secured Party as authorized or permitted hereunder, including legal expenses and also all attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral legal expenses and in enforcing the rights hereunder with respect costs, shall be added to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect Indebtedness.
(j) Should Secured Party elect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in exercise its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such rights under said Uniform Commercial Code forms as are to part of the personal property and fixtures described herein, this election shall not preclude Secured Party from exercising the rights and remedies granted by the preceding paragraphs of this instrument as to the remaining personal property and fixtures.
(k) Secured Party may, at its election, at any time after delivery of this instrument, sign one or more photocopies hereof in order that such photocopies may be used as a financing statement under said Uniform Commercial Code. Such signature by Secured Party may be placed between the last sentence of this instrument and Debtor's acknowledgment or may follow Debtor's acknowledgment. Secured Party's signature need not be acknowledged and is not necessary to maintain the priority effectiveness hereof as a deed of Beneficiary's lien upon trust, mortgage, assignment, pledge or security agreement.
(l) So long as any amount remains unpaid on the Indebtedness, Debtor will not execute or file in any public office any financing statement(s) affecting the Collateral (other than Liens arising in respect of Permitted Encumbrances) other than financing statements in favor of Secured Party hereunder, unless the prior written specific consent and security interest approval of Secured Party shall have first been obtained.
(m) Secured Party is authorized to file, in the Collateralany jurisdiction where Secured Party deems it necessary, a financing statement or statements, and shall at the request of Secured Party, Debtor will join Secured Party in executing one or more financing statements pursuant to said Uniform Commercial Code in form satisfactory to Secured Party, and will pay the cost of filing or recording this or any other instrument, as a financing statement, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional any financing statement or of this instrument is deemed by Secured Party to be necessary or desirable.
(n) Without in any manner limiting the generality of any of the other provisions of this Mortgage: (i) some portions of the goods described or to which reference is made herein are or are to become fixtures on the Lands; (ii) the security interests created hereby under applicable provisions of the Uniform Commercial Code forms of one or continuation statements, Trustor shall, promptly after request, execute, file and more of the jurisdictions in which the Mortgaged Property is situated will attach to Hydrocarbons or the accounts resulting from the sale thereof at the wellhead or minehead located on the Lands; (iii) this instrument may be filed or filed of record such Uniform Commercial Code forms in the real estate records as a financing statement; (iv) Debtor is the record owner of the real estate or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees interests in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under real estate comprised of the Note, this Deed of Trust Leases and the other Loan Documents. Trustor Lands described in Exhibit A and (v) the name and address of each of the Secured Party and Debtor is set forth on the signature page hereof.
(o) Debtor hereby irrevocably designates and appoints Beneficiary Secured Party as its attorney-in-fact, coupled with an interest upon Trustor's failure full power of substitution, for the purposes of carrying out the provisions of this Mortgage and taking any action and executing any instrument that Secured Party may deem necessary or advisable to do so within five (5) Business Days after request by Beneficiaryaccomplish the purposes hereof, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, which appointment as Trustor's attorney-in-fact, in connection fact shall be effective upon the occurrence and during the continuance of an Event of Default (but the determination of an Event of Default by Secured Party shall as to all parties for the purposes hereof be conclusive as to the occurrence of an Event of Default) and is irrevocable and coupled with an interest.
(p) Without limiting the Collateral covered by this Deed generality of Trust. Notwithstanding the foregoing, Trustor shall appear Debtor hereby irrevocably authorizes and empowers Secured Party, upon the occurrence and during the continuance of an Event of Default, at the expense of Debtor, either in Secured Party's own name or in the name of Debtor, at any time and from time to time (a) to ask, demand, receive, receipt, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to Debtor under or with respect to the Collateral; (b) to endorse any drafts, checks, orders or other instruments for the payment of money payable to Debtor on account of the Collateral (including any such draft, check, order or instrument issued by an insurance company payable jointly to Debtor and Secured Party); and (c) in the discretion of Secured Party, to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of Debtor or otherwise, which Secured Party may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Mortgage or in furtherance of the purposes hereof, including any action which by the terms of this Mortgage is to be taken by Debtor. Nothing in this Mortgage shall be construed as requiring or proceeding obligating Secured Party to make any demand or to make any inquiry as to the nature or sufficiency of any payment received by it or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or the amounts due or to become due under any thereof, or to collect or enforce the payment of any amounts assigned to it or to which affects it may otherwise be entitled hereunder at any time or purports to affect times.
(q) Secured Party shall incur no liability as a result of the Mortgaged Property and any interest or right thereinsale of Collateral, whether such proceeding affects title or any part thereof, at any private sale. Debtor hereby waives, to the extent permitted by applicable law, any claims against Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Indebtedness, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree if such sale is otherwise commercially reasonable.
(r) Without precluding any other rights methods of sale, Debtor acknowledges that the sale of the Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks disposing of similar property. Secured Party shall not be liable for any depreciation in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in value of the event Beneficiary is a party to such action or proceeding)Collateral.
Appears in 1 contract
Security Agreement. Owner covenants, warrants, represents ------------------ and agrees with and to Lender, as follows:
(a) This Deed of Trust is both Indenture constitutes a real property deed of trust security agreement under the Code and serves as a "security agreement" within fixture filing in accordance with the meaning of the Uniform Commercial Code. The Owner hereby confirms the grant of a security interest pursuant to Granting Clause Second in favor of Lender as secured party under the Code with respect to all property (specifically including the Collateral) now or hereafter included in the Mortgaged Property includes both real which is covered by the Code. Among other things, this Indenture is filed as a fixture filing and personal covers property and all other rights and interests, whether tangible which is or intangible in nature, of Trustor in will become fixtures on the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, The mention in a security interest Financing Statement filed in the Mortgaged Property records normally pertaining to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said personal property of any portion of the Mortgaged Property so subject shall not derogate from or impair in any manner the intention of Owner and Lender hereby declared that all Equipment is part of the real property encumbered by the Indenture to the Uniform Commercial Code being called fullest extent permitted by law, regardless of whether any such item is physically attached to the Improvements or whether serial numbers are used for the better identification of certain items. Specifically, the mention in any such Financing Statement of the rights in or to (i) any Insurance Proceeds, (ii) any Condemnation Proceeds, (iii) Owner's interest in any Leases or Property Income, or (iv) any other item included in the Mortgaged Property, shall not be construed to alter, impair or impugn any rights of Lender as determined by this Section 18 Indenture, or the "Collateral"). Trustor hereby agrees to execute priority of Lender's lien upon and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all or any part in, that portion of the Mortgaged Property which now constitutes real property. Any such mention shall be for the protection of Lender in the event that notice of Lender's priority of interest as to any portion of the Mortgaged Property is required to be filed in accordance with the Code to be effective against or hereafter constitute "fixtures" under take priority over the Uniform Commercial Code. Information concerning interest of any particular class of persons, including the federal government or any subdivision or instrumentality thereof.
(b) Except for the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of by this Deed of Trust. If an Event of Default shall occurIndenture, BeneficiaryOwner is, in addition and as 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 portions of the Collateral or any part thereofto be acquired after the date hereof will be, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation sole owner of the Collateral, free from any lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever except Permitted Encumbrances. Upon request or demand of BeneficiaryOwner shall notify Lender of, Trustor and shall at its expense assemble defend the Collateral against, all claims and make it available demands of all persons at any time claiming the same or any interest therein. Owner will execute and deliver to Beneficiary at Lender for filing a convenient place acceptable Financing Statement or Financing Statements in connection with the Collateral in the form required to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the properly perfect Lender's security interest in the Collateral to the extent that it may be perfected by such a filing. Owner agrees that at any time and from time to time, at the expense of Owner, Owner shall promptly execute and deliver all further instruments, and take all further action, that Lender may request, in enforcing order to perfect and protect the pledge, security interest and lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender's rights and remedies hereunder with respect to to, the Collateral. Any notice .
(c) Except as otherwise provided in this Indenture, Owner shall not lease to any party for a term greater than one (1) year more than 5,000 square feet of sale, disposition a Building or other intended action by Beneficiary with respect to Transfer all or any portion of the Collateral sent to Trustor without the prior written consent of Lender.
(d) The Collateral is not used or bought for personal, family or household purposes.
(e) The Collateral which constitutes Equipment and fixtures shall be kept on or at the Mortgaged Property, and Owner shall not remove such Collateral from the Mortgaged Property without the prior consent of Lender, except such portions or items thereof as are consumed or worn out in accordance ordinary usage, all of which shall be promptly replaced by Owner with the provisions hereof at least five items of equal or greater value.
(5f) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorOwner, such Trustor Owner shall notify Beneficiary Lender thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryLender'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 Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor Owner shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary 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 TrustorOwner's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor .
(g) Owner hereby irrevocably appoints Beneficiary Lender as its attorney-in-in- fact, with full right of substitution, which power of attorney is coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiaryinterest, to file or record with the appropriate public office on its behalf any financing Financing Statement, or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, form or continuation statement in connection with the Collateral covered by this Deed Indenture.
(h) Any disposition pursuant to the Code of Trustso much of the Collateral as may constitute personal property shall be considered commercially reasonable if made pursuant to a public sale which is advertised at least twice in a newspaper of local circulation in the community where the Land relating to the Collateral is located. Notwithstanding Any notice required by the foregoingCode to be given to Owner shall be considered reasonably and properly given if given in the manner and at the address provided in Section 5.1 at least five (5) calendar days prior to the date of any scheduled public sale.
(i) In the event of the foreclosure of this Indenture as it relates to all or any portion of the Mortgaged Property, Trustor shall appear and defend in or other transfer of title to or assignment of all or any action or proceeding which affects or purports to affect portion of the Mortgaged Property in extinguishment of all or any portion of the Indebtedness, all right, title and interest of Owner in and to all policies of insurance required by this Indenture and any Insurance Proceeds shall inure to the benefit of and pass to Lender or any purchasers or transferees of the Mortgaged Property.
(j) A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS INDENTURE OR ANY FINANCING STATEMENT RELATING TO THIS INDENTURE SHALL BE SUFFICIENT AS A FINANCING STATEMENT.
(k) The mailing address of Owner and the address of Lender from which information concerning the security interest granted hereby may be obtained are set forth on the cover sheet of this Indenture and as set forth in Section 5.1 hereof. Owner maintains its sole place of business or right thereinits chief executive office at the address shown on said cover sheet, whether such proceeding affects title and Owner shall immediately notify Lender in writing of any change in said place of business or chief executive office.
(l) Beyond the exercise of reasonable care in the custody thereof, Lender shall not have any duty as to any Cash Collateral Account or any income thereon or any other rights Collateral in Lender's possession or control or in the Mortgaged Property possession or control of any agents for or of Lender, or the preservation of rights against any Person or otherwise with respect thereto. Lender shall be deemed to have exercised reasonable care in the custody of any Collateral in Lender's possession or under Lender's control if such Collateral is accorded treatment substantially equal to that which Lender accords Lender's own property, it being understood that Lender shall not be liable or responsible for any loss, damage or diminution in value by reason of the acts or omissions of Lender, or Lender's agents, employees or bailees.
(m) Owner hereby irrevocably appoints Lender as Owner's attorney-in- fact, with full power of substitution, which power of attorney is coupled with an interest, at any time after the occurrence of an Event of Default (except as otherwise expressly provided in the Assignment) to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of Owner with respect to the Collateral, and do in the name, place and stead of Owner, all such acts, things and deeds for and on behalf of and in conjunction therewiththe name of Owner with respect to the Collateral, Trustor shall which Owner could or might do or which Lender may deem necessary or desirable to more fully cooperate vest in Lender the rights and remedies provided for herein with Beneficiary in respect to the event Beneficiary is a party Collateral and to such action or proceeding)accomplish the purposes of this Indenture.
Appears in 1 contract
Security Agreement. (a) This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, Assignment shall also constitute a security interest agreement as that term is used in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion the “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 Mortgaged Property so subject Indebtedness and the Obligations, Assignor hereby grants to the Uniform Commercial Code being called Assignee a security interest and lien in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryall rights, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfecttitles, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute interests now owned or hereafter acquired by Assignor in all Personalty and other collateral constituting a "fixture filing" for the purposes part of the Uniform Commercial Code as to all Collateral.
(b) Assignor represents and warrants that, except for any financing statement filed by Assignee, no presently effective financing statement covering the Personalty or any part of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial Code. Information concerning the Collateral, has been filed with any filing officer, and no other security interest herein granted may be obtained from the parties at the addresses of the parties set forth has attached or has been perfected in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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. Assignor shall from time to time within fifteen (15) days after request by Assignee, execute, acknowledge and deliver any financing statement, renewal, affidavit, certificate, continuation statement or other document as Assignee may request in order to take such other measures evidence, perfect, preserve, continue, extend or maintain this security agreement and the security interest created hereby as Beneficiary may deem necessary for the care, protection and preservation of a first lien on the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble Assignor authorizes Assignee to file financing statements describing the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof.
(c) Assignee shall have, may in addition to all other rights and remedies provided herein or in any other Loan Document, in law, at equity or otherwise, all rights and remedies of a secured party under the UCC. Assignee shall give Assignor ten (10) days’ written notice of the time and place of any public sale of the Collateral or the time after which any private sale or any other intended disposition is to be made. After deducting all expenses incurred in connection with the enforcement of its rights hereunder, Assignee shall cause the proceeds of the Collateral to be applied by Beneficiary to the payment of the Debt Secured Obligations in such priority and proportions order as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the CollateralAssignee may determine, and shall pay all expenses and fees in connection with Assignor, subject to the filing and recording thereof. If Beneficiary shall require the filing or recording terms of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf shall remain liable for any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)deficiency.
Appears in 1 contract
Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" In addition, within the meaning one (1) Business Day of the Uniform Commercial Codedate upon which any Subsidiary of the License Company holding licenses is formed, the Company shall cause the License Company to take the actions required under the SNR Pledge Agreement to perfect SNR’s first priority Lien in the outstanding equity interests of such Subsidiary. The Mortgaged Property includes both real parties hereto also acknowledge and personal property and all other rights and interestsagree that, whether tangible or intangible notwithstanding the provisions of Section 3.1, the Company may make payments to SNR in nature, of Trustor exchange for membership interests in the Mortgaged Property. Trustor by executing Company pursuant to the Put Right and delivering this Deed of Trust has granted the License Company and hereby grants its Subsidiaries may make payments to Beneficiary, as security SNR in exchange for the Debt, a security interest membership interests in the Mortgaged Property Company pursuant to the full extent that provisions of the Mortgaged Property may be Interest Purchase Agreement, the SNR Security Agreement and the SNR Pledge Agreement and such related Subsidiary guarantees and security agreement supplements when due, subject to the Uniform Commercial Code (said portion provisions of the Mortgaged Property so subject Senior Credit Facility and the Intercreditor and Subordination Agreement. All such payments to SNR in respect of the Uniform Commercial Code being called in this Section 18 obligations of the "Collateral"). Trustor hereby agrees to execute License Company and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfectits Subsidiaries under the Interest Purchase Agreement or related guarantees, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid proceeds received by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall pay all expenses and fees SNR in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording its exercise of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations remedies under the NoteSNR Security Agreement or related security agreement supplements, this Deed shall be credited against the obligations of Trust the License Company and its Subsidiaries under the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-factInterest Purchase Agreement and related guarantees, coupled with an interest upon Trustor's failure and, if necessary to do so within five (5) Business Days after request avoid duplication in respect of any payments or distributions by Beneficiarythe Company to the SNR Members in respect of their Interests, to file with the appropriate public office on its behalf any financing amount of all such payments or other statements signed only by Beneficiaryproceeds, as Trustor's attorney-in-factapplicable, in connection with shall be deemed to be a distribution to the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 Company (and by the Company to SNR) constituting a return of the SNR Members’ capital contributions to the Company on a pro rata basis. SNR shall not amend or waive, nor shall the Company permit the License Company or its Subsidiaries to amend or waive, any term or provision of the Interest Purchase Agreement, the SNR Security Agreement or the SNR Pledge Agreement or the related Subsidiary guarantees or security agreement supplements, without the prior written consent of American III in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)its sole discretion.
Appears in 1 contract
Sources: Limited Liability Company Agreement (DISH Network CORP)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby Borrower grants to Beneficiary, as security for the Debt, Lender a security interest in the Mortgaged Property in: (a) all Purchase Money Notes now existing or hereafter acquired by Borrower, all liens and security interests securing same and all payments and other consideration paid pursuant thereto and all files and other records relating thereto, (b) all monies now or hereafter deposited to the full extent that Security Account, (c) all Club Memberships now or hereafter owned by Borrower and (d) all proceeds and products from the Mortgaged Property may be subject items described in clauses (a) through (c). In addition to its rights hereunder or otherwise, Beneficiary shall have all of the rights of a secured party under the Chapter Nine of Texas Business and Commerce Code and the Uniform Commercial Code (said portion of the Mortgaged Property so subject in force in any other state to the Uniform Commercial Code being called extent the same is Applicable Law. Upon the execution of each Purchaser Money Note, Borrower shall deliver the original of same, together with such endorsements ("Endorsements") (including endorsements in this Section 18 blank) as Lender may request, to Lender or to an escrow or collateral agent ("Escrow Agent") designated by Lender. Lender, or if designated, the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may haveEscrow Agent, shall have and may exercise immediately and without demand, any and all rights and remedies granted be entitled to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take exclusive possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make each Purchase Money Note until it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor is released in accordance with the provisions hereof at least five (5) days prior of this Agreement. Borrower agrees that any Escrow Agents are authorized to such actionhold possession of the Purchase Money Notes on behalf of Lender in order to perfect the security interest created hereby. Without limiting its other rights created hereby or pursuant to Applicable Law, shall constitute commercially reasonable notice to Trustor. The proceeds upon the occurrence of any disposition of Default, Lender shall be irrevocably authorized to: (a) complete any Endorsements and deliver the Collateral, or any part thereof, may be applied by Beneficiary respective Purchase Money Notes in accordance with Lender's sole discretion and (b) apply all monies deposited to the Security Account to the payment of the Debt in such priority sums due pursuant to any Loan Document. All monies deposited to the Security Account may be withdrawn, wired or transferred upon the signature and proportions as Beneficiary in its discretion authorization of only those persons designated by Lender. All payments pursuant to any Purchase Money Note shall deem properbe deposited to the Security Account by the end of the first business day following Borrower's receipt of same. In At the event request of Lender, Borrower shall instruct any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary Person obligated pursuant to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall a Purchase Money Note to pay all expenses sums owing to an account or entity designated by Lender and fees in connection with all such payments shall be promptly deposited to the filing and recording thereofSecurity Account. If Beneficiary shall require a maker of a Purchase Money Note defaults and Borrower forecloses the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file security therefor and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with recovers the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).Lot or
Appears in 1 contract
Security Agreement. This Security Deed of Trust is both a real property deed of trust 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 assets, rights and interests, whether tangible or intangible in nature, including all proceeds and products thereof, and all supporting obligations ancillary to or arising in any way in connection therewith, of Trustor Borrower in the Mortgaged Property. Trustor It is the intent of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ that the lien and security interest granted in this Security Deed encumber all Leases and that all items contained in the definition of “Leases” which are included within the Uniform Commercial Code be covered by the security interest granted in this Paragraph 27; and all items contained in the definition of “Leases” which are excluded from the Uniform Commercial Code be covered by the grant of a mortgage lien against the Property contained in this Security Deed. Borrower by executing and delivering this Security Deed of Trust has granted and hereby grants to BeneficiaryLender, 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"”). Trustor ▇▇▇▇▇▇▇▇ hereby agrees with ▇▇▇▇▇▇ to execute and deliver to Beneficiary▇▇▇▇▇▇, in form and substance reasonably satisfactory to BeneficiaryLender, such financing statements statements, financing statement amendments and such further assurances as Beneficiary Lender may from time to time time, reasonably consider necessary to create, perfect, and preserve Beneficiary's ▇▇▇▇▇▇’s security interest herein granted. This Security Deed of Trust shall also constitute a "“fixture filing" ” for the purposes of the Uniform Commercial Code as to Code. As such, this Security Deed 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 Deed of TrustSecurity Deed. If an Event of Default shall occur, BeneficiaryLender, 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 Beneficiary Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiaryLender, Trustor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Trustor Borrower shall pay to Beneficiary Lender on demand any and all expenses, including legal expenses fees and attorneys' feesdisbursements, incurred or paid by 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 Beneficiary Lender with respect to the Collateral sent to Trustor Borrower in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to TrustorBorrower; provided that if Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the Uniform Commercial Code. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Debt in such priority and proportions as Beneficiary Lender in its sole discretion shall deem proper. In the event Lender may comply with any applicable state or federal law or regulatory requirements in connection with a disposition of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and such compliance will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. Lender may sell the Collateral without giving any warranties as to the Collateral, and specifically disclaim any warranties of title, merchantability, fitness for a specific purpose or the like, and this procedure will not be considered or deemed to affect adversely the commercial reasonableness of any sale of the Collateral. Borrower acknowledges that a private sale of the Collateral may result in less proceeds than a public sale, and Borrower acknowledges that the Collateral may be sold at a loss to Borrower, and that, in such event, Lender shall pay all expenses and fees in connection with the filing and recording thereofhave no liability or responsibility to Borrower or any other party for such loss. If Beneficiary Lender shall require the filing or recording of additional Uniform Commercial Code forms financing statements, amendments thereto or continuation statements, Trustor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms financing statements, amendments thereto or continuation statements as Beneficiary 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 Trustor's Borrower’s obligations under the Note, this Security Deed or any of Trust and the other Loan Documents. Trustor Borrower hereby authorizes ▇▇▇▇▇▇ at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements with or without the signature of Borrower as authorized by applicable law, including any statements describing the collateral as being all assets of Borrower, it being acknowledged that all such assets subject to the Uniform Commercial Code are intended to be included in the Collateral. For purposes of such filings, ▇▇▇▇▇▇▇▇ agrees to furnish promptly any information reasonably requested by ▇▇▇▇▇▇. Borrower also hereby ratifies its authorization for Lender to have filed any like initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Security Deed. Borrower hereby irrevocably appoints Beneficiary ▇▇▇▇▇▇ and any officer or agent of ▇▇▇▇▇▇, with full power of substitution, as its true and lawful attorney-in-fact, coupled with an interest upon Trustor's failure interest, with full irrevocable power and authority in the place and stead of Borrower or in Borrower’s name to do so within five (5) Business Days after request by Beneficiaryexecute in ▇▇▇▇▇▇▇▇’s name any such documents and to otherwise carry out the purposes of this Paragraph, to file with the appropriate public office on its behalf any financing or other statements signed only extent that Borrower’s authorization above is deemed not to be sufficient as a matter of law. To the extent permitted by Beneficiarylaw, as Trustor's attorneyBorrower hereby ratifies all acts said attorneys-in-factfact shall lawfully do, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 have done in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary past or cause to be done in the event Beneficiary is a party to such action or proceeding)future by virtue hereof.
Appears in 1 contract
Sources: Deed to Secure Debt, Assignment of Rents and Security Agreement (NNN Healthcare/Office REIT, Inc.)
Security Agreement. This Deed Mortgage shall constitute a security agreement with respect to such components of Trust is both the Mortgaged Property as to which a real property deed security interest may attach under the Uniform Commercial Code and, with respect to such of trust and the Chattels as at any time may be fixtures, a "security agreement" within the meaning of fixture filing under the Uniform Commercial Code. The Mortgaged Property includes consists of both real and personal property. The filing of UCC-1 financing statements ("UCC-1s") in the records customarily pertaining to personal property shall not be construed as in any way derogating from the intention of the parties hereto that all Chattels and other property used in connection with the production of Rents or which are referred to in this Mortgage are, and at all other times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as real estate whether or not (a) any such item is physically' attached to the Premises or any of the Improvements, (b) serial numbers are used for the better identification of certain of the Chattels capable of being thus identified in a recital contained herein or (c) any such item is referred to in any UCC-1 so filed at any time. Similarly, the mention in the UCC- of (x) the rights and interestsin the proceeds of any fire and/or hazard insurance policy, whether tangible (y) any award in condemnation or intangible eminent domain proceedings for a taking or for loss of value, or (z) the debtor's interest as lessor in nature, any present or future Lease or rights to income growing out of Trustor in the use or occupancy of the Mortgaged Property. Trustor , whether pursuant to a Lease or otherwise, shall never be construed as in any way derogating from, or altering any of the rights of Mortgagee set forth in this Mortgage or impugning the priority of Mortgagee's lien granted hereby or by executing and delivering this Deed of Trust has granted and hereby grants any other recorded instrument, but such mention in the UCC-1s is declared to Beneficiary, as security be for the Debt, a security interest protection of Mortgagee in the Mortgaged Property event any court or judge shall at any time hold with respect to the full extent (x), (y) or (z) above that the Mortgaged Property may notice of Mortgagee's priority of interest, to be subject to effective against a particular class of persons, must be filed in the Uniform Commercial Code records. The addresses of Mortgagor (said portion Debtor) and Mortgagee (Secured Party) are set forth on page I of this Mortgage. This Mortgage is to be filed for record with the recorder of deeds of the county or counties in which the Premises are situated. Mortgagor is the record owner of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Property.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Acadia Realty Trust)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by By executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryJoinder Supplement, the Additional Debtor, as security for provided in Section 15 of the DebtSecurity Agreement, hereby becomes a security interest in the Mortgaged Property party to the full extent that Security Agreement as a Debtor thereunder with 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"). Trustor hereby agrees to execute same force and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances effect as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute if originally named therein as 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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, includingDebtor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Debtor thereunder. The Additional Debtor hereby represents and warrants, to the right extent applicable, that each of the representations and warranties contained in Section 5 of the Security Agreement (including such representations and warranties under the Purchase Agreement referred to take possession therein) is true and correct in all material respects on and as of the date hereof (after giving effect to this Joinder Supplement) as if made on and as of such date except to the extent that any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” or similar language shall be true and correct in all respects). Without limiting the foregoing:
(a) the Additional Debtor hereby grants to the Collateral Agent, for the benefit of the Investors, a security interest in and Lien on all of the right, title and interest of such Grantor in all of the Collateral now owned or at any part thereoftime hereafter acquired or created by the Additional Debtor or in which the Additional Debtor now has or at any time in the future may acquire any right, and to take such other measures title or interest, as Beneficiary may deem necessary collateral security for the careprompt and complete payment in full and performance as and when due (whether at the stated maturity, protection and preservation by acceleration or otherwise) of the CollateralObligations; and
(b) The information set forth in Annex 6-A is hereby added to the information set forth in Schedules 5(d) through 5(g) to the Security Agreement. Upon request or demand of BeneficiaryBy acknowledging and agreeing to this Joinder Supplement, Trustor shall at its expense assemble the undersigned hereby agree that this Joinder Supplement may be attached to the Security Agreement and that the Collateral listed on Annex 6-A to this Joinder Supplement shall be and make it available become part of the Collateral referred to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, Security Agreement and shall pay secure all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Obligations.
Appears in 1 contract
Security Agreement. This Deed of Trust is both Mortgage constitutes a real property deed of trust and a "security agreement" within financing statement and, to the meaning extent required under UCC 9-402(f) because portions of the Uniform Commercial CodeProperty may constitute fixtures, this Mortgage is to be filed in the office where a mortgage for the Land would be recorded. The L▇▇▇▇▇ also shall be entitled to proceed against all or portions of the Mortgaged Property includes both real and personal property and all other in accordance with the rights and interestsremedies available under UCC 9-501(d). Borrower is, whether tangible for the purposes of this Mortgage, deemed to be the "Debtor", and Lender is deemed to be the "Secured Party", as those terms are defined and used in the UCC. B▇▇▇▇▇▇▇ agrees that the Indebtedness and Obligations secured by this Mortgage are further secured by security interests in all of B▇▇▇▇▇▇▇'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 intangible about the Mortgaged Property (or any part) or which are used by Borrower or any other person in nature, of Trustor in connection with the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby Borrower grants to BeneficiaryLender a valid and effectual security interests in all of B▇▇▇▇▇▇▇'s right, as security for the Debt, a security 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. Except for Permitted Encumbrances, B▇▇▇▇▇▇▇ agrees that, without the written consent of L▇▇▇▇▇, no other security interests will be created under the provisions of the 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 Mortgaged Property to except as otherwise permitted hereunder. B▇▇▇▇▇▇▇ agrees that all property of every nature and description covered by the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion lien and charge of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute Mortgage together with all such property and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances interests covered by this security interests are encumbered as Beneficiary may from time to time reasonably consider necessary to create, perfecta unit, and preserve Beneficiary's security interest herein granted. This Deed upon and during the continuance 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 Deed of Trust. If an Event of Default shall occurby Borrower, Beneficiary, 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 foregoingMortgaged Property, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereofLender's option, may be applied by Beneficiary 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 Beneficiary 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 Trustor, such Trustor shall notify Beneficiary thereof and promptly after BeneficiaryLender's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing rights or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations priorities under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Mortgage.
Appears in 1 contract
Sources: Secured Indebtedness Agreement (Parkway Properties Inc)
Security Agreement. This Deed of Trust Security Instrument is both a deed passing legal title to real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property as described above and all other rights and interests, whether tangible or intangible in nature, of Trustor Owner in the Mortgaged Property. Trustor by By executing and delivering this Deed of Trust has granted and Security Instrument, Owner and/or Borrower hereby grants grant to BeneficiaryLender, as security for the DebtObligations (defined in Section 2.3), a security interest in the Mortgaged Personal Property to the full extent that the Mortgaged Personal Property may be subject to the Uniform Commercial Code Code.
(said portion a) This Security Instrument is also intended to encumber and create a security interest in, and Owner hereby grants to Lender a security interest in the "Personal Property". It is hereby agreed that to the extent permitted by law, all of the Mortgaged foregoing property is to be deemed and held to be a part of and affixed to the Land and the Improvements. Owner shall promptly replace all of the Personal Property so subject to the security title, lien or security interest of this Security Instrument when worn out or obsolete with Personal Property comparable to the worn out or obsolete Personal Property in the condition as of the date hereof and will not, without the prior written consent of Lender, remove from the Land or the Improvements any of the Personal Property subject to the security title, lien or security interest of this Security Instrument except such as is replaced by an article of equal suitability and value as above provided, owned by Owner free and clear of any security title, lien or security interest except that created by this Security Instrument and the other Loan Documents. All of the Personal Property shall be kept at the location of the Land except as otherwise required by the terms of the Loan Documents. Owner shall not use any of the Personal Property in violation of any applicable statute, ordinance or insurance policy.
(b) This Security Instrument constitutes a security agreement between Owner and/or Borrower and Lender with respect to the Personal Property in which Lender is granted a security interest hereunder, and, cumulative of all other rights and remedies of Lender hereunder, Lender shall have all of the rights and remedies of a secured party under any applicable Uniform Commercial Code being called in this Section 18 the "Collateral")Code. Trustor Owner and/or Borrower hereby agrees agree to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Owner and/or Borrower to Beneficiaryexecute 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 Lender may reasonably request or require in form order to impose, perfect or continue the perfection of the security title, lien or security interest created hereby. Except with respect to Rents and substance reasonably satisfactory otherwise to Beneficiarythe extent specifically provided herein to the contrary, Lender 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 Owner shall promptly deliver the same to Lender, endorsed to Lender, without further notice from Lender. Owner and Borrower agree to furnish Lender with notice of any change in the name, identity, material change in corporate structure, residence, place of organization, or principal place of business or mailing address of Owner or Borrower within ten (10) days of the effective date of any such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfectchange, and preserve Beneficiary's failure to do so, to the extent that Lender loses its first priority security interest herein grantedin the Personal Property, will be an Event of Default hereunder. This Deed Upon the occurrence of Trust any Event of Default hereunder not cured within any applicable grace or cure period, Lender shall also constitute a "fixture filing" for have the purposes rights and remedies as prescribed in this Security Instrument, or as prescribed by general law, or as prescribed by any applicable Uniform Commercial Code, all at Lender's election. Any disposition of the Uniform Commercial Code as Personal Property may be conducted by an employee or agent of Lender. Any person, including both Owner, Borrower and Lender, shall be eligible to purchase any part or all of the Personal Property at any such disposition. Expenses of retaking, holding, preparing for sale, selling or the like (including, without limitation, Lender's reasonable actual attorneys' fees and legal expenses) together with interest thereon at the Default Rate from the date incurred by Lender until actually paid by Borrower, shall be paid by Owner 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 at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If After an Event of Default shall occurhereunder, Beneficiary, in addition to any other rights and remedies which it may have, Lender 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 enter upon the Land and the Improvements or any real property where any of the Personal Property which is the subject of the security interest granted herein 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 Beneficiary may deem necessary for the careor Owner, protection and preservation of the Collateral. Upon request or upon demand of BeneficiaryLender, Trustor shall at its expense assemble the Collateral such Personal Property and make it available to Beneficiary Lender at the Land, a place which is hereby deemed to be reasonably convenient to Lender and Owner. If notice is required by law, Lender shall give Owner and/or Borrower at least ten (10) days' prior written notice of the time and place acceptable of any public sale of such Personal Property or of the time of or after which any private sale or any other intended disposition thereof is to Beneficiarybe made, and if such notice is sent to Owner and/or Borrower, as the same is provided for the mailing of notice herein, it is hereby deemed that such notice shall be and is reasonable notice to Owner and/or Borrower. Trustor No such notice is necessary for any such Personal 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 provisions of this Section shall pay be deemed to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary have been a public sale conducted in protecting a commercially reasonable manner if held contemporaneously with the interest foreclosure sale as provided in Article 11 hereof upon giving the Collateral and in enforcing the rights hereunder same notice with respect to the Collateralsale of the Property hereunder as is required under Article 11. Any notice Furthermore, to the extent permitted by law, in conjunction with, in addition to or in substitution for the rights and remedies available to Lender pursuant to any applicable Uniform Commercial Code:
(i) In the event of a foreclosure sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with Property may, at the provisions hereof at least five option of Lender, be sold as a whole; and
(5ii) days prior to such action, It shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition not be necessary that Lender take possession of the Collateralaforementioned Personal Property, or any part thereof, may be applied by Beneficiary prior to the payment time that any sale pursuant to the provisions of this Section is conducted and it shall not be necessary that said Personal Property, or any part thereof, be present at the location of such sale; and
(iii) Lender 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 Lender, including the sending of notices and the conduct of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in namesale, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest but in the Collateral, name and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording on behalf of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Lender.
Appears in 1 contract
Sources: Deed to Secure Debt and Security Agreement (Acuity Brands Inc)
Security Agreement. This Deed In order to induce SunTrust from time to time to enter into agreements with and to extend or continue to extend credit to LRM Industries, LLC (and anyone or more and any combination if more than one, the "Borrower") and in consideration of Trust is both a real property deed of trust any credit so extended, the Owner (which may include the Borrower) hereby grants, sells, assigns, transfers 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants conveys to Beneficiary, as security for the Debt, SunTrust 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"). Trustor hereby agrees to execute Collateral and deliver to Beneficiaryall proceeds, in form products, rents and substance reasonably satisfactory to Beneficiary, such financing statements profits thereof and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, all substitutions and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to replacements therefore and 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 revenues from the parties at right to use the addresses Collateral to secure the prompt payment and performance of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 liabilities, obligations. agreements and remedies granted undertakings of Borrower to a SunTrust (and, in addition, all liabilities, obligations, agreements and undertakings of Owner, or anyone or more of them, to SunTrust if Owner and Borrower are not the same person or entity) in any amount, whether now existing or hereafter arising, including those owed by Borrower or Owner to others and acquired by Sun Trust through purchase, assignment or otherwise, however created, evidenced or arising, whether individually or jointly with others, and whether absolute or contingent, direct or indirect, as maker, endorser, guarantor, surety or otherwise, liquidated or unliquidated, matured or unmatured, whether or not secured party upon default under the Uniform Commercial Codeby other collateral, and including, without limiting limitation, (a) all obligations to perform or forbear from performing any acts, (b) all overdrafts on deposits or accounts maintained by Borrower or Owner with SunTrust, (c) all liabilities, obligations, agreements and undertakings of Borrower or Owner to SunTrust pursuant to any interest rate hedge agreement or other derivative transaction agreement or any foreign exchange contract or any application or other agreement requesting SunTrust to issue any letter of credit including, without limitation, the generality obligation of Borrower or Owner to reimburse SunTrust for all amounts funded by SunTrust pursuant to any such letter of credit, and (d) all costs of collection and protection of SunTrust's rights, including attorneys' fees allowed by law (in the amount of 15% of the foregoing, principal and interest secured hereby if this agreement is governed by the right to take possession laws of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right thereinGeorgia), whether such proceeding affects title collection or protection occurs prior to, during, or after any other rights in bankruptcy proceedings filed by or against any Obligor (as such term is defined below) (all the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in foregoing being hereinafter collectively referred to as the event Beneficiary is a party to such action or proceeding"Obligations").
Appears in 1 contract
Security Agreement. This Deed of Trust is both Customer agrees that Cummins retains all statutory lien rights. To secure payment, Customer grants Cummins a real property 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 Trustor Purchase Money Security Interest in the Mortgaged PropertyEquipment. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 If any portion of the Mortgaged Property so subject balance is due to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby be paid following delivery, Customer agrees to execute and deliver to Beneficiarysuch security agreement, in form and substance reasonably satisfactory to Beneficiaryfinancing statements, such financing statements deed of trust and such further assurances other documents as Beneficiary Cummins may request from time to time reasonably consider necessary in order to create, perfect, permit Cummins to obtain and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute maintain 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and perfected security interest in the CollateralEquipment; or in the alternative, Customer grants Cummins a power of attorney to execute and file all financing statements and other documents needed to perfect this security interest. Cummins may record this Agreement, bearing Customer's signature, or copy of this Agreement in lieu of a UCC-1, provided that it shall not constitute an admission by Cummins of the applicability or non-applicability of the UCC nor shall the failure to file this form or a UCC-1 in any way affect, alter, or invalidate any term, provision, obligation or liability under this Agreement. The security interest shall be superseded if Customer and Cummins enter into a separate security agreement for the Equipment. Prior to full payment of the balance due, Equipment will be kept at Customer’s location noted in this Agreement, will not be moved without prior notice to Cummins, and is subject to inspection by Cummins at all reasonable times. Orders placed with and accepted by Cummins may not be cancelled except with Cummins’ prior written consent. If Customer seeks to cancel all or a portion of an order placed pursuant to this Agreement, and Cummins accepts such cancellation in whole or in part, Customer shall pay all expenses be assessed cancellation charges as follows: (i) 10% of total order price if cancellation is received in Cummins’ office after Cummins has provided submittals and fees prior to releasing equipment to be manufactured; (ii) 25% of total order price if cancellation is received in connection Cummins’ office after receipt of submittal release to order, receipt of a purchase order for a generator already on order with the filing and recording thereof. If Beneficiary shall require factory, or is asked to make any hardware changes to the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection equipment already on order with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under factory; (iii) 50% of total order price if cancellation is received in Cummins’ office 60 or fewer days before the Note, this Deed scheduled shipping date on the order; or (iv) 100% of Trust and total order price if cancellation is received in Cummins’ office after the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with equipment has shipped from the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)manufacturing plant.
Appears in 1 contract
Security Agreement. This Deed It is the intention of Trust is both the parties hereto that the transactions contemplated by and subject to this Agreement, shall constitute and shall be treated as, a real property deed sale of trust the Transferred Interests, and a "security agreement" within purchase thereof by Buyer, and not a loan for all purposes. If, notwithstanding such intention, the meaning conveyance of the Uniform Commercial Code. The Mortgaged Property includes both real Transferred Interests from any Seller to Buyer shall be recharacterized as a loan and personal property not a sale and all other rights purchase, it is the intention of the parties hereto that (i) such loan shall be deemed a secured loan and interests(ii) this Agreement shall constitute a security agreement under applicable law, whether tangible or intangible in natureand that each Seller shall be deemed to have granted to Buyer, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and each Seller hereby grants to BeneficiaryBuyer, a first priority security interest in all of each Seller’s right, title and interest in, to and under the Transferred Interests now owned or at any time hereafter acquired by each Seller in the Transferred Interests or in which each Seller now has or at any time in the future may acquire any right, title or interest to the Tax Refund Claim and the proceeds thereof (collectively, the “Collateral”), free and clear of all claims, to secure the prompt and complete payment or performance in full when due, of all obligations of each Seller to Buyer under this Agreement. Each Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any file office in any jurisdiction that Buyer deems advisable (a) any Uniform Commercial Code financing statement providing the name of each Seller as debtor, Buyer, as a secured party and indicating the Collateral as collateral covered by a financing statement and (b) any other notice, filing or other document that Buyer deems necessary or advisable to perfect or protect the security for the Debt, a interest or to maintain its first priority. To further ensure Buyer’s first priority security interest in the Mortgaged Property Transferred Interests, each Seller shall have its creditor, WhiteHawk Capital Partners LP, pursuant to that certain Loan and Security Agreement, dated as of August 8, 2022 (the full extent “Loan Agreement”), execute a lien carveout letter in substantially the same form as that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion attached as Exhibit F. Upon completion of performance of the Mortgaged Property so subject obligations imposed upon each Seller by this Agreement, including but not limited to the Uniform Commercial Code being called payment in this Section 18 the "Collateral"). Trustor hereby agrees full to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed Buyer of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all Distributions 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem payments due to Buyer hereunder, ▇▇▇▇▇ will make all filings and undertake all actions necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble and/or appropriate to release the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation terminate financing statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)provided for herein.
Appears in 1 contract
Sources: Risk Participation of Erc Claim Agreement (Greenlane Holdings, Inc.)
Security Agreement. This Deed 7.1 To further secure the Indebtedness, Mortgagor hereby grants to Lender a security interest in all of Trust is both a real property deed of trust Mortgagor’s rights, titles and a "security agreement" within interests in and to the meaning Mortgaged Properties insofar as such Mortgaged Properties consist of the goods, equipment, accounts, contract rights, general intangibles, inventory, hydrocarbons, fixtures and any and all other personal property of any kind or character defined in and subject to the provisions of the Texas Uniform Commercial Code, including the proceeds and products from any and all of such personal property (all of the foregoing being in this Article VII collectively called the “Collateral”). The Mortgaged Property includes Upon the occurrence and during the continuation of any Event of Default, Lender is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the applicable Texas Commercial Code with reference to the Collateral in which Lender has been granted a security interest herein, or the Trustee or Lender may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument in respect of the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Trustee or intangible Lender under any other provision of this instrument or under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or 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 Loan or any of the Mortgaged Property so subject to the Uniform Commercial Code being called Indebtedness. Mortgagor, as Debtor (and in this Section 18 Article VII and otherwise herein called “Debtor”) covenants and agrees with Lender, as secured party (and in this Article VII and otherwise herein called “Secured Party”) that:
(a) To the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryextent permitted by law, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed Debtor expressly waives any notice of Trust shall also constitute a "fixture filing" for the purposes sale or other disposition 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to Collateral and any other rights and right or remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted of a debtor or formalities prescribed by law relative to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor’s address set out herein at least ten (10) days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarysaid notice.
(b) Following and during the continuation of an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
(d) All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorney costs, shall execute, file be added to the Indebtedness and record such the Debtor shall be liable therefor.
(e) Should Secured Party elect to exercise its rights under Texas Uniform Commercial Code forms as are necessary to maintain part of the priority Collateral, this election shall not preclude Secured Party or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of Beneficiary's lien upon the Collateral.
(f) Any copy of this instrument may also serve as a financing statement under Texas Uniform Commercial Code between the Debtor, whose present address is Mortgagor’s address listed on the first page of this Mortgage, and security interest Secured Party, whose present address is the Lender’s address listed on the first page of this Mortgage.
(g) Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral, and shall pay at the reasonable request of Secured Party, Debtor will join Secured Party in executing one or more such financing statements pursuant to Texas Uniform Commercial Code in form satisfactory to Secured Party, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing statement or other statements signed only of this instrument is reasonably deemed by Beneficiary, as Trustor's attorney-in-fact, in connection with Secured Party to be necessary or desirable.
(h) The office where Debtor keeps Debtor’s accounting records concerning the Collateral covered by this Deed Security Agreement is Mortgagor’s address listed on the first page of Trust. Notwithstanding this Mortgage.
7.2 Portions of the foregoingCollateral consist of (i) oil, Trustor shall appear gas and defend other minerals produced or to be produced from the lands described in any action the Leases and to the accounts resulting from the sale thereof at the wellhead, or proceeding (ii) goods which affects are or purports will become fixtures attached to affect the real estate constituting a portion of the Mortgaged Property Properties, and any interest or right therein, whether such proceeding affects title or any other rights Debtor hereby agrees that this instrument shall be filed in the Real Property Records and the Uniform Commercial Code Records of the Counties in which the Mortgaged Property (Properties are located as a financing statement to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and in conjunction therewith, Trustor shall fully cooperate with Beneficiary other minerals and accounts will be financed at the wellhead of the oil and gas ▇▇▇▇▇ located on the lands described in the event Beneficiary Leases. The name of the record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness of this document as a party security agreement or financing statement for other purposes.
7.3 This Mortgage constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Mortgaged Properties are located with respect to such action all fixtures included within the term Mortgaged Properties as used in this Mortgage and with respect to any goods, Collateral, or proceeding)other personal property that may now be or later become fixtures.
Appears in 1 contract
Security Agreement. This Deed To further secure the Indebtedness, ▇▇▇▇▇▇▇▇▇ hereby grants to Mortgagee a security interest in all of Trust is both a real Mortgagor’s rights, titles and interests in and to the Mortgaged Properties insofar as such Mortgaged Properties consist of goods, equipment, accounts, contract rights, general intangibles, inventory, Hydrocarbons, goods that are or are to become fixtures, as-extracted collateral and any and all other personal property deed of trust any kind or character defined in and a "security agreement" within subject to the meaning provisions of the Uniform Commercial Code, including the proceeds and products from any and all of such personal property, including without limitation the personal property listed on Schedule A attached hereto (all of the foregoing being collectively called the “Collateral”), BUT EXPRESSLY EXCEPTING that certain 1979 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Double-Triple Workover Rig, Model #38, VIN#042388 owned by Mortgagor. The Mortgaged Property includes Upon the occurrence of any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Uniform Commercial Code with reference to the personal property and fixtures in which Mortgagee has been granted a security interest herein, or the Mortgagee may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument with respect to the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Mortgagee under any other provision of this instrument or intangible under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or as security for the DebtIndebtedness. ▇▇▇▇▇▇▇▇▇, a security interest in as debtor (sometimes herein called “Debtor”) covenants and agrees with Mortgagee, as secured party (sometimes herein called “Secured Party”) that:
a. To the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion permitted by law, Debtor expressly waives any notice of sale or other disposition of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute Collateral and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights and right or remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted of a debtor or formalities prescribed by law relative to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor’s addresses set out herein at least ten calendar days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarythe notice.
b. Following an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral are waived.
c. All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
d. All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorneys’ fees, legal expenses and costs, shall execute, file be added to the Indebtedness and record such the Debtor shall be liable therefor.
e. Should Secured Party elect to exercise its rights under the Uniform Commercial Code forms as are necessary to maintain part of the priority Collateral, this election shall not preclude Secured Party from exercising any other rights and remedies granted by this instrument as to the remainder of Beneficiary's lien upon the Collateral.
f. Any copy of this instrument may also serve as a financing statement under the Uniform Commercial Code between the Debtor, whose present mailing addresses is ▇▇▇▇▇▇▇▇▇’s addresses listed on the first page of this Mortgage, and security interest Secured Party, whose present mailing address is the Mortgagee’s address listed on the first page of this Mortgage.
g. Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral, and at the reasonable request of Secured Party, Debtor shall join Secured Party in executing one or more such financing statements pursuant to the Uniform Commercial Code in form satisfactory to Secured Party, and will pay the cost of filing or recording a financing statement or statements or this instrument, as a financing statement, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional any financing statement or of this instrument is reasonably deemed by Secured Party to be necessary or desirable.
h. The office where ▇▇▇▇▇▇ keeps ▇▇▇▇▇▇’s accounting records concerning the Collateral covered by this Security Agreement is at Mortgagor’s office at ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇.
i. Portions of the Collateral consist of (i) oil, gas and other minerals (as-extracted collateral) produced or to be produced from the lands described in the Leases or covered by the Mineral Interests and to the accounts resulting from the sale thereof at the wellhead, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Properties, and Debtor hereby agrees that this instrument shall be filed for record in the real property records and the Uniform Commercial Code forms records of the county in which the Mortgaged Properties are located as a financing statement to perfect the security interest of Secured Party in the portions of the Collateral. The oil, gas and other minerals and accounts will be financed at the wellhead of the oil and gas ▇▇▇▇▇ located on the lands described in the Leases or continuation statementscovered by the Mineral Interests. The name of the record owner of the Mortgaged Properties is the party named herein as ▇▇▇▇▇▇▇▇▇ and Debtor. If allowed by applicable law, Trustor shallthis Mortgage when filed for record shall constitute a financing statement for fixtures and as-extracted collateral, promptly after requestas those terms are defined in the Uniform Commercial Code. Nothing contained herein shall impair or limit the effectiveness of this document as a security agreement or financing statement for other purposes.
j. Upon default hereunder, Debtor hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact (such agency being coupled with an interest), and as such attorney-in-fact, Secured Party may, without the obligation to do so, in Debtor’s name or in the name of Secured Party, prepare, execute, file and record such Uniform Commercial Code forms financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or continuation statements as Beneficiary shall deem necessarypreserve any of Secured Party’s security interests and rights in or to any of the Mortgaged Properties, and shall pay all expenses and fees in connection with the filing and recording thereofupon a default hereunder, it being understood and agreed, however, that no such additional documents shall increase Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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 take any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)required of Debtor.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Financing Statement (Native American Energy Group, Inc.)
Security Agreement. This Deed of Trust is both Mortgage shall be deemed a real property 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 Security ------------------ Agreement as defined in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 effect in the State of New York (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "CollateralUCC"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder ) with respect to the Collateral. Any notice of sale, disposition Building Equipment or other intended action property --- referred to or described herein and Mortgagor and Mortgagee shall be deemed to be Debtor and Secured Party under the UCC, respectively, and the remedies for any violation of the covenants, terms and conditions herein contained shall be (i) as prescribed herein, (ii) by Beneficiary general law or (iii) as to such part of the security which is also reflected in said UCC, by the specific statutory consequences now or hereafter enacted and specified in said UCC, all at Mortgagee's sole election. The filing of this Mortgage as a Security Agreement in the records normally having to do with personal property shall not be construed as in any way derogating from or impairing this declaration and hereby stated intention of the parties hereto, that all items of Building Equipment and other property used in connection with the production of income from the Premises (furniture only excepted) or adapted for use therein or which are described or reflected in this Mortgage are, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as part of the real estate irrespective of whether or not (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 in any list filed with Mortgagee or (iii) any such item is referred to or reflected in any such Security Agreement so filed at any time. Similarly, the mention in any such Security Agreement of (1) the rights in or the proceeds of any fire and/or hazard insurance policy, (2) any award in eminent domain proceedings for a taking or for loss of value or (3) the debtor's interest as lessor in any present or future lease or rights to income growing out of the use or occupancy of the Premises, whether pursuant to a lease or otherwise, shall not be construed as in any way altering any of the rights of Mortgagee as determined by this instrument or impugning the priority of Mortgagee's lien granted hereby or by any other recorded document, but such mention in any such Security Agreement is declared to be for the protection of Mortgagee in the event any court or judge shall at any time hold with respect to (1), (2) or (3) that notice of Mortgagee's priority of interest, to be effective against a particular class of persons, including but not limited to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of Federal government and any disposition subdivisions or entity of the CollateralFederal government, or any part thereof, may must be applied by Beneficiary filed in the UCC records. Pursuant to the payment Section 9-402(2)(e) of the Debt in UCC, Mortgagor hereby authorizes Mortgagee, without the signature of Mortgagor, to execute and file Security Agreements if Mortgagee shall determine that such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary or advisable in order to maintain the priority of Beneficiary's lien upon and perfect its security interest in the Collateralany fixtures, chattels or articles of personal property covered by this Mortgage, and shall pay all to Mortgagee on demand any reasonable expenses and fees incurred by Mortgagee in connection with the preparation, execution and filing of such statements and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or any continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request may be filed by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Mortgagee.
Appears in 1 contract
Security Agreement. (a) This Deed of Trust is both constitutes a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code as enacted this date in the State of Colorado (the “Uniform Commercial Code”). The Grantor hereby grants to Beneficiary a security interest in all of Grantor’s property included in the Mortgaged Property includes both real and which might otherwise be deemed “personal property property”, including, but not limited to, all furniture, furnishings, fixtures, equipment, machinery, leases, rents, issues, profits, contract rights, accounts, general intangibles and all other rights and interests, whether tangible property used or intangible useable in nature, of Trustor in connection with the Mortgaged Property. Trustor , whether now owned or hereafter acquired by executing Grantor, and delivering all substitutions, accretions and component parts, replacements thereof, and additions thereto and all cash and non-cash proceeds thereof.
(b) Grantor shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements Beneficiary may require from time to time to confirm the lien of this Deed of Trust has granted with respect to such property. Without limiting the foregoing, Grantor hereby irrevocably appoints Beneficiary attorney-in-fact for Grantor to execute, deliver and hereby grants file such instruments for and on behalf of Grantor. Grantor shall pay, or at Beneficiary’s election shall reimburse Beneficiary for, all filing fees in connection therewith. Grantor shall not change its principal place of business without giving Beneficiary at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements executed by Grantor in the same form as the financing statements delivered to Beneficiary, as security Beneficiary on the date hereof except 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 change of address.
(said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all or 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 Deed of Trust. If an Event of Default hereunder or under the Note, Beneficiary shall occur, Beneficiaryhave, 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 with respect to such personal property. To the extent permitted by law, Grantor and Beneficiary agree that the items set forth on the financing statements shall be treated as part of the real estate and improvements regardless of the fact that such items are set forth in the financing statements. Such items are contained in the financing statements to create a security interest in favor of Beneficiary in the 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 Mortgaged Property which is deemed “real property” or any proceedings to foreclose this Deed of Trust 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 Grantor as are now or hereafter evidenced by the Note.
(d) To the extent permitted under the Uniform Commercial Code, including, without limiting Grantor waives all rights of redemption and all other rights and remedies of a debtor thereunder and all formalities prescribed by law relative to the generality sale or disposition of the foregoing, personal property after the occurrence of an Event of Default hereunder and to all other rights and remedies of Grantor with respect thereto. In exercising its right to take possession of the Collateral personal property upon the occurrence of an Event of Default hereunder, Beneficiary may enter upon the Mortgaged Property without being guilty of trespass or any part thereofother wrong-doing, and to take such without liability for damage thereby occasioned.
(e) Grantor shall reimburse Beneficiary, on demand, for all reasonable expenses of retaking, holding, preparing for sale, lease or other measures as Beneficiary may deem necessary for the careuse or disposition, protection and preservation selling, leasing or otherwise using or disposing of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, personal property which are incurred or paid by Beneficiary in protecting the interest in the Collateral Beneficiary, including, without limitation, all attorneys’ fees, legal expenses and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateralcosts, and all such expenses shall pay all expenses and fees in connection with the filing and recording thereof. If be added to Grantor’s obligations to Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)be secured hereby.
Appears in 1 contract
Security Agreement. This Deed (a) Except to the extent personal property is utilized at the Premises by Mortgagor under lease from another Person, with respect to the machinery, apparatus, equipment, fittings, fixtures, building supplies and materials, articles of Trust is both a real property deed of trust personal property, chattels, chattel paper, documents, inventory, accounts, consumer goods and a "security agreement" within general intangibles referred to or described in this Mortgage, or in any way connected with the meaning use and enjoyment of the Uniform Commercial Code. The Mortgaged Property includes both real Premises, this Mortgage is hereby made and personal property declared to be a security agreement granting to Mortgagee a present and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, a continuing security interest in each and every item of such property included herein to secure the Mortgaged Property to Secured Obligations, in compliance with the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion provisions of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Revised Uniform Commercial Code as enacted in the State of Indiana. Mortgagor hereby authorizes Mortgagee, at any time and from time to time, to file a Uniform Commercial Code financing statement or statements reciting this Mortgage to be a security agreement affecting all or of such property to perfect such security interest. The remedies for any part violation of the Mortgaged Property which covenants, terms and conditions of the security agreement contained in this Mortgage shall be (i) as prescribed herein, or (ii) as prescribed by general law, or (iii) as prescribed 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 said Uniform Commercial Code, includingall at Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of such financing statement or statements in the records normally having to do with personal property shall not in any way affect the agreement of Mortgagor and Mortgagee that Mortgagor’s right, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, title and interest in and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall pay all expenses and fees everything used in connection with the filing and recording thereof. If Beneficiary shall require production of income from the filing Premises or recording of additional Uniform Commercial Code forms adapted for use therein (except for removable personal property) or continuation statementswhich is described or reflected in this Mortgage, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessaryis, and at all times and for all purposes and in all proceedings, legal or equitable, shall pay all expenses be regarded as part of the real estate conveyed hereby regardless of whether (a) any such item is physically attached to the improvements, (b) serial numbers are used for the better identification of certain items capable of being thus identified in an exhibit to this Mortgage, or (c) any such item is referred to or reflected in any such financing statement or statements so filed at any time. Similarly, the mention in any such financing statement or statements of the rights in and fees to (aa) the proceeds of any fire and/or hazard insurance policy, or (bb) any award in connection with eminent domain proceedings for a taking or for loss of value, or (cc) Mortgagor’s interest as lessor in any present or future lease or rights to income growing out of the filing and recording thereofuse and/or occupancy of the Premises, whether pursuant to lease or otherwise, shall not in any way alter any of the rights of Mortgagee as determined by this Mortgage or affect the priority of Mortgagee’s security interest granted hereby or by any other recorded document, it being understood and agreed, however, agreed that no such additional documents shall increase Trustor's obligations under mention in such financing statement or statements is solely for the Note, this Deed protection of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary Mortgagee in the event Beneficiary any court shall at any time hold with respect to the foregoing clauses (aa), (bb) or (cc) of this sentence, that notice of Mortgagee’s priority of interest to be effective against a particular class of persons, must be filed in the Uniform Commercial Code records.
(b) Mortgagor warrants that (i) Mortgagor’s (that is “Debtor’s”) name, identity or corporate structure and residence or principal place of business are as set forth in Section 1.17(c) hereof; and (ii) Mortgagor (that is “Debtor”) is and has been using or operating under said name, identity or corporate structure without change; except as otherwise disclosed in writing to Mortgagee as of the date hereof. Mortgagor covenants and agrees that Mortgagor will furnish Mortgagee with notice of any change in the matters addressed by clauses (i) or (ii) of this Section 1.17(b) within thirty (30) days of the effective date of any such change and Mortgagor will promptly execute any financing statements or other instruments deemed necessary by Mortgagee to prevent any filed financing statement from becoming misleading or losing its perfected status.
(c) Mortgagor represents and warrants to Mortgagee that: (i) Mortgagor has the full power, authority and legal right to pledge and convey all of the collateral described in Section 1.17(a) (the “UCC Collateral”); (ii) that Mortgagor is the legal and beneficial owner of the UCC Collateral; (iii) that the UCC Collateral is free and clear of any lien except for (1) the lien and security interest created by this Mortgage, and (2) liens permitted by the Promissory Note; (iv) Mortgagor is and at all times will be the sole beneficial owner of the UCC Collateral; and (v) Mortgagor is a party to such action or proceeding)corporation, incorporated in the State of Indiana, under the name AMP Trucks Inc., with its principal place of business at 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (AMP Holding Inc.)
Security Agreement. This Deed of Trust is both Security Instrument constitutes a real property deed of trust and a "security agreement" within financing statement and, to the meaning extent required under UCC 9-402(6) because portions of the Uniform Property may constitute fixtures, this Security Instrument is to be filed in the office where a mortgage for the Commercial CodeUnits 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 9-501(d). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for For the purposes of this Security Instrument, Borrower is deemed to be the Uniform 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 personal property covered by the UCC, if any, which are used upon, in, or about the Commercial Code as to all Units or the Improvements (or any part thereof) 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 any Permitted 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. Except for Permitted Encumbrances, Borrower agrees that, without the written consent of Lender, 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 except as otherwise permitted hereunder or hereafter constitute "fixtures" under in any other Loan Document. 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 Deed of Trust. If an Event of Default shall occurby Borrower, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereofLender's option, may be applied by Beneficiary 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 Beneficiary 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 Trustor, such Trustor shall notify Beneficiary thereof and promptly after BeneficiaryLender's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority rights of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations priorities under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Security Instrument.
Appears in 1 contract
Security Agreement. To further secure the Obligations, Mortgagor hereby grants to Mortgagee a security interest under the Uniform Commercial Code in and to any and all personal property and fixtures constituting the Mortgaged Property or any part thereof or interest therein, now owned or hereafter acquired, including, without limitation, the Equipment, Contracts, Accounts Receivable, General Intangibles and Equipment Leases and in and to any and all proceeds of the foregoing. This Deed of Trust is both a real property deed of trust and Mortgage shall 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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, and Mortgagor and Mortgagee shall constitute the "debtor" and "secured party", respectively, thereunder. Information concerning To the security extent any part or interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occurMortgaged Property may at any time be real property, Beneficiaryfixtures, in addition to any other rights and remedies which it may havepersonal property or other, Mortgagee shall have and may exercise immediately and without demand, a lien thereon. Mortgagee shall have any and all rights and remedies granted with respect to the personal property constituting the Mortgaged Property or any part thereof or interest therein afforded a secured party upon default under the Uniform Commercial Code. Such rights shall be in addition to, including, without limiting the generality of the foregoingbut not in limitation of, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder afforded Mortgagee with respect to the Collateral. Any notice real property under this Mortgage, all of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, which may be applied by Beneficiary to exercised concurrently or alternatively at the payment option of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event Mortgagee, without election or waiver of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)remedies.
Appears in 1 contract
Sources: Second Leasehold Mortgage and Security Agreement (Terremark Worldwide Inc)
Security Agreement. This Deed of Trust is both Instrument shall constitute a real property deed of trust and a "security agreement" Security Agreement within the meaning of the Uniform Commercial CodeUCC (as defined in the Loan Agreement) with respect to so much of the equipment and/or furnishings attached to or used in connection with the premises as are considered or as shall be determined to be personal property or "fixtures" (as defined in the UCC), together with all replacements thereof, substitutions therefor or additions thereto (all included within the term "Fixtures", as set forth hereinabove), and that a security interest shall attach thereto for the benefit of the Lender to secure the indebtedness evidenced by the Note or other obligations secured by this Instrument and all other sums and charges which may become due hereunder or thereunder. The Mortgaged Property includes Borrower hereby appoints the Lender as its lawful agent and attorney-in-fact to prepare, execute and file financing and continuation statements with respect to the Fixtures without the signature of the Borrower. If there shall exist a default under this Instrument, the Lender, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding as to both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other accordance with its rights and remedies in respect to the real property, in 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 event the default under the Uniform Commercial Code, including, without limiting the generality provisions of the foregoingUCC shall not apply. The parties agree that, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing event the rights hereunder Lender shall elect to proceed with respect to the Collateral. Any Fixtures separately from the real property, unless a greater period shall then be mandated by the UCC, ten (10) days notice of the sale of the Fixtures shall be reasonable notice. The expenses of retaking, holding, preparing for sale, disposition selling and the like incurred by the Lender shall be assessed against the Borrower and shall include, but not be limited to, any legal expenses reasonably incurred by the Lender. The Borrower agrees that it will not remove or other intended action by Beneficiary with respect permit to be removed from the Premises any of the Fixtures without the prior written consent of the Lender except as hereinabove provided. All replacements, renewals and additions to the Collateral sent Fixtures shall be and become immediately subject to Trustor in accordance with the security interest of this Instrument and the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustorof this Security Agreement. The proceeds of any disposition Borrower warrants and represents that, except for the Liens in Section 8.1 of the CollateralLoan Agreement, or any part all Fixtures now are, and that all replacements thereof, may be applied by Beneficiary to substitutions therefor or additions thereto, unless the payment Lender otherwise consents, will be, free and clear of liens, encumbrances or security interests of others created after the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)date hereof.
Appears in 1 contract
Security Agreement. This Deed To secure its obligations under this Note and to induce the Lender to extend the Loan to the Borrower, the Borrower hereby grants, conveys and assigns to the Lender a security interest in and to, all of Trust is both a real property deed such Borrower’s right, title and interest in and to all of trust the following property, in all its forms, in each case whether now or hereafter existing, whether now owned or hereafter acquired, created or arising, and a "security agreement" within wherever located (collectively, but without duplication, the meaning “Collateral”): all Equipment, Inventory and other Goods, Accounts, General Intangibles (including, without limitation, all of the Borrower’s patents and patent applications, trademarks and trademark applications, registered copyrights, domain names, and all licenses for the use of any patents, trademarks, copyrights and domain names of the Borrower), Fixtures, Documents, Letter-of-Credit Rights and Chattel Paper, Deposit Accounts, Instruments and Investment Property, Commercial Tort Claims, Supporting Obligations, and all Proceeds of any and all of the foregoing (as all such capitalized terms used in this paragraph are as defined in 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 Trustor effect in the Mortgaged PropertyState of Delaware); provided, that to the extent that any of the foregoing Collateral is subject, prior to the date hereof, to a security interest in favor of a third party and the agreement with such third party expressly prohibits any grant of a security interest therein, the Borrower will not be deemed to have a security interest in such Collateral only for so long as such prohibition continues. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as This Note shall constitute a security agreement for the Debt, purpose of granting to the Lender a security interest in the Mortgaged Property Collateral. The Borrower makes no representation to the full extent that Lender as to value of any Collateral or the Mortgaged Property may be subject priority of any lien on the Collateral which is granted hereby by the Borrower to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called Lender in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition relation to any other rights and remedies liens on the Collateral 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 exist of record as of the foregoingdate hereof. By its acceptance of this Note, the right Lender agrees hereby that to take possession the extent that a prior security interest has been granted in and a lien exists on any of the Collateral or pursuant to any part thereofother security agreement and perfected lien, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor Lender shall at its expense assemble the Collateral and make it available to Beneficiary at have a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior lien which is subordinate to such action, shall constitute commercially reasonable notice to Trustor. The proceeds prior lien of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)record.
Appears in 1 contract
Sources: Demand Promissory Note (RespireRx Pharmaceuticals Inc.)
Security Agreement. This Deed (a) THIS INSTRUMENT CREATES A LIEN ON THE PROPERTY. IN ADDITION, TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY OR FIXTURES UNDER APPLICABLE LAW, THIS INSTRUMENT CONSTITUTES A SECURITY AGREEMENT UNDER THE UCC (AS DEFINED BELOW) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, AGENT MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR AGENT MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH AGENT’S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS INSTRUMENT. THIS FINANCING STATEMENT SHALL REMAIN IN EFFECT AS A FIXTURE FILING UNTIL THIS DEED OF TRUST IS RELEASED OR SATISFIED OF RECORD.
(b) Insofar as the machinery, apparatus, equipment, fittings, fixtures, building supplies and materials, general intangibles and articles of Trust personal property either referred to or described in this Instrument, or in any way connected with the use and enjoyment of the Property is both concerned, Grantor grants unto Agent a real property deed of trust security interest therein and this Instrument is hereby made and declared to be a "security agreement" within , encumbering each and every item of personal property (the meaning “Personal Property”) included herein, in compliance with the provisions of the Uniform Commercial Code as enacted in the applicable jurisdiction as set forth in Section 3.04 below (the “UCC”). A financing statement or statements reciting this Instrument to be a security agreement, affecting all of said personal property aforementioned, shall be appropriately filed. The remedies for any violation of the covenants, terms and conditions of the security agreement herein contained shall be (i) as prescribed herein with respect to the Property, or (ii) as prescribed by general law, or (iii) as prescribed by the specific statutory consequences now or hereafter enacted and specified in said UCC, all at Agent’s sole election. Grantor and Agent agree that the filing of such financing statement(s) in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing this declaration and hereby stated intention of Grantor and Agent that everything used in connection with the production of income from the Property and/or adapted for use therein and/or which is described or reflected in this Instrument, is to the full extent provided by law, and at all times and for all purposes and in all proceedings both legal or equitable shall be, regarded as part of the real estate irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (iii) any such item is referred to or reflected in any such financing statement(s) so filed at any time. Similarly, the mention in any such financing statement(s) of the rights in and to (1) the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) Grantor’s interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the Property, whether pursuant to lease or otherwise, shall never be construed as in anyway altering any of the rights of Agent as determined by this Instrument or impugning the priority of Agent’s lien granted hereby or by any other recorded document, but such mention in such financing statement(s) is declared to be for the protection of Agent in the event any court shall at any time hold with respect to the foregoing (1), (2) or (3), that notice of Agent’s priority of interest to be effective against a particular class of persons, must be filed in the UCC records.
(c) Grantor warrants that (i) each Grantor’s (that is, “Debtor’s”) correct legal name (including, without limitation, punctuation and spacing) indicated on the public record of such Grantor’s jurisdiction of organization, identity or corporate structure, residence or chief executive office and jurisdiction of organization are as set forth in Subsection 1.10(c) hereof; (ii) such Grantor (that is, “Debtor”) has been using or operating under said name, identity or corporate structure without change for the time period set forth in Subsection 1.10(c) hereof, and (iii) the location of the Personal Property secured by this Instrument is upon the Land. Grantor covenants and agrees that Grantor shall not change any of the matters addressed by clauses (i) or (iii) of this Subsection 1.10(b) unless it has given Agent thirty (30) days prior written notice of any such change and has executed or authorized at the request of Agent, such additional financing statements or other instruments to be filed in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.
(d) The information contained in this Subsection 1.10(c) is provided in order that this Instrument shall comply with the requirements of the Uniform Commercial Code, as enacted in the District of Columbia, for instruments to be filed as financing statements. The Mortgaged Property includes both real names of the “Debtor” and personal property the “Secured Party”, the identity or corporate structure, jurisdiction of organization, organizational number, federal tax identification number, and all other rights residence or chief executive office of “Debtor”, and intereststhe time period for which “Debtor” has been using or operating under said name and identity or corporate structure without change, whether tangible are as set forth in Schedule 1 of Exhibit “C” attached hereto and by this reference made a part hereof; the mailing address of the “Secured Party” from which information concerning the security interest may be obtained, and the mailing address of “Debtor”, are as set forth in Schedule 2 of Exhibit “C” attached hereto; and a statement indicating the types, or intangible in naturedescribing the items, of Trustor in Personal Property secured by this Instrument is set forth hereinabove.
(e) Exhibit “C” correctly sets forth all names and tradenames that Grantor has used within the Mortgaged Property. Trustor by executing last five years, and delivering this Deed also correctly sets forth the locations of Trust has granted and hereby grants to Beneficiary, 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 all of the Mortgaged chief executive offices of Grantor over the last five years.
(f) The Grantor hereby covenants and agrees that:
a. Grantor shall not merge or consolidate into, or transfer any of the Property so subject to, any other person or entity except as permitted under the Loan Agreement.
b. Grantor shall, at any time and from time to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees time, take such steps as Agent may reasonably request for Agent (A) to execute and deliver to Beneficiaryobtain an acknowledgment, in form and substance reasonably satisfactory to BeneficiaryAgent, of any bailee having possession of any of the Property, stating that the bailee holds possession of such financing statements Property on behalf of Agent, (B) to obtain “control” of any investment property, deposit accounts, letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of collateral), with any agreements establishing control to be in form and such further assurances as Beneficiary may from time substance reasonably satisfactory to time reasonably consider necessary to create, perfectAgent, and preserve Beneficiary's (C) otherwise to insure the continued perfection and priority of the Agent’s security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes in any of the Uniform Commercial Code as to all or any part Property and of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial Codepreservation of its rights therein. Information concerning the security interest herein granted may be obtained from the parties If Grantor shall at the addresses of the parties set forth any time, acquire a “commercial tort claim” (as such term is defined in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder UCC) with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, Property or any part portion thereof, may be applied by Beneficiary Grantor shall promptly notify Agent thereof in writing, providing a reasonable description and summary thereof, and shall execute a supplement to the payment of the Debt this Instrument in such priority form and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary substance acceptable to maintain the priority of Beneficiary's lien upon and Agent granting a security interest in the Collateralsuch commercial tort claim to Agent.
c. Grantor hereby authorizes Agent, its counsel or its representative, at any time and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure from time to do so within five (5) Business Days after request by Beneficiarytime, to file with financing statements, amendments and continuations that describe or relate to the appropriate public office on its behalf Property or any financing portion thereof in such jurisdictions as Agent may deem necessary or other statements signed only desirable in order to perfect the security interests granted by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by Grantor under this Deed of Trust. Notwithstanding the foregoing, 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 Instrument or any other rights Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number of Grantor.
d. Grantor shall not license, lease, sell or otherwise transfer any of the general intangibles to any third party during the term of this Instrument and the Loan Agreement without the prior written consent of the Agent (which consent may be withheld in the Mortgaged Property (Agent’s sole discretion); and the Grantor will continue to use all trademarks, service marks and trade names in conjunction therewitha consistent manner and shall take all steps necessary to properly maintain any formal registrations on the general intangibles, Trustor shall fully cooperate with Beneficiary in and to defend and enforce them, for the event Beneficiary is a party to such action or proceeding)term of this Instrument and the Loan Agreement.
Appears in 1 contract
Security Agreement. This Deed Debenture is secured by a Security Agreement (the "SECURITY AGREEMENT") dated December 28, 2004 between the Obligor and Cornell Capital Partners, LP ("Cornell"). In addition, this Debenture is secured by the mortgages given to the Holder for the North Fort Myers, Florida and Mesquite and Fort Worth, Texas properties as more fully described in the Securities Purchase Agreement dated December 28, 2004. CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY INTERESTS. Prior to the Obligor's Common Stock being listed on the Principal Market (as defined in the Standby Equity Distribution Agreement dated December 28, 2004), the Obligor shall not issue shares of Trust Common Stock or Preferred Stock except as provided by the merger and share exchange with Alliance Towers, Inc. and described in the Obligor's 8-K filing dated May 2, 2005, or otherwise permitted herein or under the Securities Purchase Agreement. Once the Obligor's Common Stock is both a real property deed of trust and a "security agreement" within listed on the meaning Principal Market, so long as any of the Uniform Commercial Code. The Mortgaged Property includes both real principal or interest on this Debenture remains unpaid and personal property and all unconverted, the Obligor shall not, without the prior consent of the Holder, issue or sell (i) any capital stock without consideration or for a consideration per share less than its fair market value determined immediately prior to its issuance, (ii) issue or sell any preferred stock, warrant, option, right, contract, call, or other rights and interestssecurity or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's fair market value or the preferred stock's conversion price determined immediately prior to its issuance, whether tangible or intangible in nature, of Trustor in (iii) enter into any security instrument granting the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, holder a security interest in any of the Mortgaged Property to assets of the full extent Obligor, except for any security instrument granting the holder a security interest in any and all assets of the Obligor in connection with permanent or construction financing obtained for the development of any real property, or for any security instruments of a non-material nature or entered into in the ordinary course of business, provided that in each case the Mortgaged Property may be Obligor gives the Holder prior notice of such security interest, or (iv) file any registration statement on Form S-8. This Debenture is 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of following additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).provisions:
Appears in 1 contract
Security Agreement. This Deed Borrower hereby grants to Lender a security interest in all of the types and categories of personal property included within the Collateral or as described in the Deeds of Trust or any of the other Loan Documents set forth in Sections 1.5 or 1.6 above. Borrower hereby irrevocably authorizes Lender at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the UCC or Code Collateral (as defined in the Deeds of Trust) regardless of whether any particular asset included in such Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, and (b) contain any information required by part 5 of Article 9 of the Uniform Commercial Code of the applicable state for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the debtor is both an organization, the type of organization and any organization identification number issued to the debtor and, (ii) in the case of a financing statement filed as a fixture filing or indicating collateral that is as-extracted collateral or timber to be cut, a sufficient description of real property deed to which the collateral relates and, if the debtor does not have an interest of trust record in the real property, provide the name of the record owner. Further, Borrower, to the extent permitted by law, does hereby authorize Lender to file any financing statement in respect of any Lien created pursuant to the Loan Documents which may at any time be required or which, in the reasonable opinion of Lender, may at any time be desirable. If signing such financing statement is required, Borrower agrees to sign the same within five (5) days after written request by Lender, or, at Lender’s election, Lender may and is hereby authorized by Borrower, to sign such financing statement on behalf of Borrower and file the same. Lender may, at its option, advance the expenses incurred in making, executing and recording any and all such instruments, certificates and documents, and such sums advanced, with interest, will be repaid to Lender by the Borrower upon request. This Agreement shall constitute a "security agreement" within agreement for the meaning purpose 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 1 contract
Security Agreement. This (a) Grantor and Grantee agree that this Deed of Trust is both to Secure Debt shall constitute a real property deed of trust and a "security agreement" Security Agreement within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real Code with respect to (a) all sums at any time on deposit for the benefit of Grantor or held by the Grantee (whether deposited by or on behalf of Grantor or anyone else) pursuant to any of the provisions of this Deed to Secure Debt or the other Loan Documents, and (b) with respect to any personal property included in the granting clauses of this Deed to Secure Debt, which personal property may not be deemed to be affixed to the Property or may not constitute a “fixture” (within the meaning of the Code) (which property is hereinafter referred to as “Personal Property”), and all other rights replacements of, substitutions for, additions to, and intereststhe proceeds thereof, whether tangible or intangible in nature, of Trustor and the “supporting obligations” (as defined in the Mortgaged Property. Trustor by executing Code) (all of said Personal Property and delivering this Deed of Trust has granted the replacements, substitutions and hereby grants additions thereto and the proceeds thereof being sometimes hereinafter collectively referred to Beneficiaryas “Collateral”), as security for the Debt, and that a security interest in the Mortgaged Property and to the full extent that the Mortgaged Property may be subject Collateral is hereby granted to the Uniform Commercial Code (said portion Grantee, and the Collateral and all of Grantor’s right, title and interest therein are hereby assigned to Grantee, all to secure payment of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein grantedIndebtedness. This Deed of Trust shall also constitute to Secure Debt is intended to be a "fixture filing" for financing statement within the purposes purview 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent and the goods described herein, which goods are or may become fixtures relating to Trustor in accordance the Property. The addresses of Grantor (Debtor) and Grantee (Secured Party) are set forth below. This Deed to Secure Debt is to be filed for recording with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds Recorder of any disposition Deeds of the Collateralcounty or counties where the Property is located. To the extent permitted by applicable law, the security interest created hereby is specifically intended to cover all Leases between Grantor or any part its agents as lessor, and various tenants named therein, as lessee, including all extended terms and all extensions and renewals of the terms thereof, may be applied by Beneficiary as well as any amendments to the payment or replacement of said Leases, together with all of the Debt in such priority right, title and proportions as Beneficiary in its discretion shall deem proper. In the event interest of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by BeneficiaryGrantor, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)lessor thereunder.
Appears in 1 contract
Security Agreement. To secure the obligations under this Agreement, each Indemnitor grants to Surety a security interest in the following property, whether now owned or hereafter acquired, a) all contracts or subcontracts and all related contract rights, b) all rights under any insurance policies or surety bonds, c) all accounts, accounts receivable, or sums due under any contract, including but not limited to, contract claims and proceeds from them, d) all machinery, equipment, tools, inventory and construction materials, and e) all payment rights, commercial tort claims, chattel paper, deposit accounts, documents, farm products, fixtures, software, general intangibles, tax refunds, goods, instruments, stocks, bonds, securities, dividends, memberships, partnership interests, inventory, investment property, letter of credit rights, life insurance policies and all supporting obligations and proceeds. This Deed of Trust is both Agreement constitutes a real property deed of trust Security Agreement to the Surety and a "security agreement" within Financing Statement in accordance with the meaning provisions of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all Notwithstanding any other rights and interestsprovisions of this Agreement, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants Surety is expressly authorized to Beneficiary, as security for the Debt, a file financing statements with respect to any security interest the Surety may have, at any time in any jurisdiction, with or without an Event of Default, and whether or not such security interest is perfected or would be perfected by such filing. The filing or recording of any such document shall be solely at the Mortgaged Property option of Surety. The failure to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion file or properly file shall not release or discharge any of the Mortgaged Property so subject to the Uniform Commercial Code being called in obligations of any Indemnitor under this Section 18 the "Collateral")Agreement. Trustor hereby agrees to Indemnitors shall promptly execute and deliver such additional documents as Surety may request to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all document or any part of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial Code. Information concerning perfect 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem properAgreement. In the event of any change default, Indemnitors agree that, in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary addition to maintain the priority of Beneficiary's lien upon and granting Surety security interest in the Collateralproperty listed above, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file Surety may prepare and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, any 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend authority in any action jurisdiction in which any Indemnitor owns real property which are necessary, customary or proceeding which affects or purports required to affect evidence and perfect a security interest in favor of Surety in any real property owned by any Indemnitor to secure the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other obligations of this Agreement. Surety is further authorized to employ the rights granted in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party paragraph 12 of this agreement to such action or proceeding)accomplish this recording.
Appears in 1 contract
Sources: Indemnity Agreement
Security Agreement. (a) This Deed of Trust is both constitutes a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code as enacted this date in the State of North Carolina (the “Uniform Commercial Code”). The Borrower hereby grants to Lender a security interest in all of Borrower’s property included in the Mortgaged Property includes both real and which might otherwise be deemed “personal property property”, including, but not limited to, all furniture, furnishings, fixtures, equipment, machinery, Leases, rents, issues, profits, contract rights, accounts, general intangibles and all other rights and interests, whether tangible property used or intangible useable in nature, of Trustor in connection with the Mortgaged Property. Trustor , whether now owned or hereafter acquired by executing Borrower, and delivering all substitutions, accretions and component parts, replacements thereof, and additions thereto and all cash and non-cash proceeds thereof.
(b) Borrower shall authorize, deliver, file and refile any financing statements, continuation statements, or other security agreements Lender may require from time to time to confirm the lien of this Deed of Trust has granted with respect to such property. Without limiting the foregoing, Borrower hereby irrevocably appoints Lender attorney-in-fact for Borrower to execute, deliver and hereby grants file such instruments for and on behalf of Borrower. Borrower shall pay, or at Lender’s election shall reimburse Lender for, all filing fees in connection therewith. Borrower shall not change its principal place of business or jurisdiction of formation without giving Lender at least thirty (30) days prior written notice thereof, which notice shall be accompanied by new financing statements authorized by Borrower in the same form as the financing statements delivered to Beneficiary, as security Lender on the date hereof except 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 change of address or jurisdiction.
(said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to all or 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 Deed of Trust. If an Event of Default hereunder or under the Note, Lender shall occur, Beneficiaryhave, 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 CodeCode with respect to such personal property. To the extent permitted by law, including, without limiting Borrower and Lender agree that the generality items set forth on the financing statements shall be treated as part of the foregoingreal estate and improvements regardless of the fact that such items are set forth in the financing statements. Such items are contained in the financing statements to create a security interest in favor of Lender in the 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 Mortgaged Property which is deemed “real property” or any proceedings to foreclose this Deed of Trust 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 Borrower as are now or hereafter evidenced by the Note.
(d) To the extent permitted under the Uniform Commercial Code or other applicable law, Borrower waives all rights of redemption and all other rights and remedies of a debtor thereunder and all formalities prescribed by law relative to the sale or disposition of the personal property after the occurrence of an Event of Default hereunder and to all other rights and remedies of Borrower with respect thereto. In exercising its right to take possession of the Collateral personal property upon the occurrence of an Event of Default hereunder, Lender may enter upon the Mortgaged Property without being guilty of trespass or any part thereofother wrong-doing, and to take such without liability for damage thereby occasioned.
(e) Borrower shall reimburse Lender, on demand, for all reasonable expenses of retaking, holding, preparing for sale, lease or other measures as Beneficiary may deem necessary for the careuse or disposition, protection and preservation selling, leasing or otherwise using or disposing of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, personal property which are incurred or paid by Beneficiary in protecting the interest in the Collateral Lender, including, without limitation, all attorneys’ fees, legal expenses and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateralcosts, and all such expenses shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, be added to Borrower’s obligations to Lender 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 Trustor's obligations under the Note, this be secured hereby.
(f) This Deed of Trust shall constitute a Fixture Filing under the North Carolina Uniform Commercial Code. For the purposes of this filing, the name and address of the Debtor are the name and address of the Borrower specified in the first paragraph hereof, the name and address of the Secured Party are the name and address of the Lender specified in the first paragraph hereof, and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with organization number of the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary Debtor is a party to such action or proceeding)4301371.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement and Fixture Filing (NNN 2003 Value Fund LLC)
Security Agreement. This Deed To the extent any of Trust is both a real the Collateral encumbered by this Mortgage from time to time constitutes personal property deed of trust and a "security agreement" within subject to the meaning provisions of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and , this Mortgage constitutes a “Security Agreement” for all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Without limitation, Mortgagee, at its election, 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 a Default under this Deed of Trust. If an Event of Default shall occurMortgage, Beneficiarywill have all rights, in addition to any other rights powers, privileges and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted from time to time available to a secured party upon default under the provisions of 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder Code with respect to the Collateral. Any notice The names and addresses of saledebtor and secured party are as shown for Mortgagor and Mortgagee, disposition respectively, on the signature pages hereof. The remedies for any violation of the covenants, terms, and conditions of the security agreement herein contained shall be (i) as prescribed herein, or other intended action (ii) as prescribed by Beneficiary general law, or (iii) as prescribed by the specific statutory provisions now or hereafter enacted and specified in the Uniform Commercial Code, all at Mortgagee’s sole election. Mortgagor and Mortgagee agree that the filing of financing statement(s) in the records normally having to do with respect personal property shall never be construed as in anywise derogating from or impairing this declaration and hereby stated intention of Mortgagor and Mortgagee that everything used in connection with the production of income from the Collateral or adapted for use therein 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 equitable shall be, regarded as part of the real estate irrespective of whether (i) any such item is physically attached to the Collateral sent Improvements, (ii) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (iii) any such item is referred to Trustor or reflected in accordance with any financing statement(s) so filed at any time. Similarly, the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of mention in any disposition financing statement of the Collateralrights in, or the proceeds of, any fire, hazard or liability insurance policy, or any part thereofaward in eminent domain proceedings for a taking or for loss of value, may be applied by Beneficiary or Mortgagor’s interest as lessor in any present or future lease, or rights to the payment income growing out of the Debt use of the Mortgaged Property, whether pursuant to a lease or otherwise, shall not be construed as altering any of Mortgagee’s rights as determined by this Mortgage, or otherwise available at law or in equity, or impugning the priority of this Mortgage or the Loan Documents, or both, but such mention in any financing statement is declared to be for Mortgagee’s protection if, as, and when any court holds that notice of Mortgagee’s priority of interest, to be effective against a particular class of persons, including the Federal government and proportions as Beneficiary any subdivision or entities of the Federal government, must be perfected in its discretion shall deem properthe manner required by the Uniform Commercial Code. In the event Mortgagor covenants and agrees that Mortgagor will furnish Mortgagee with notice of any change in name, identity identity, or structure organizational structure, mailing address, residences or principal place of business thirty (30) days prior to the effective date of any Trustor, such Trustor shall notify Beneficiary thereof and change. Mortgagor will promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf execute any financing statements or other statements signed only instruments deemed necessary by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in Bank to prevent any action filed financing statement from becoming misleading or proceeding which affects losing its perfected status or purports to affect the Mortgaged Property and reinstate any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)lapsed financing statement.
Appears in 1 contract
Sources: Purchase Money Mortgage (Northeast Community Bancorp Inc)
Security Agreement. This Deed of Trust Concurrently herewith each Grantor is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed to the Administrative Agent, for the benefit of Trust has granted the Secured Parties, the Intellectual Property Security Agreement (the “IP Security Agreement”), for recording in the United States Patent and hereby grants Trademark Office (the “PTO”) and/or United States Copyright Office (the “Copyright Office”), pursuant to Beneficiarywhich such Grantor is granting, to the Administrative Agent, for the benefit of the Secured Parties, a Lien on certain Collateral consisting of (i) patents and patent rights, (ii) trademarks, service marks and trademark and service ▇▇▇▇ rights and (iii) copyrights, together with the goodwill appurtenant to such Collateral, as security for applicable. The provisions of the DebtIP Security Agreement is supplemental to the provisions of this Agreement, a and nothing contained in the IP Security Agreement shall derogate from any of the rights or remedies of any of the Secured Parties hereunder. Neither the delivery of, nor anything contained in, the IP Security Agreement shall be deemed to prevent or postpone the time of attachment or perfection of any security interest in the Mortgaged Property such Collateral created hereby. Each Grantor represents and warrants to the full extent Secured Parties that the Mortgaged Property may be subject such IP Security Agreement identifies all now existing material patents, trademarks, copyrights and other rights relating thereto of such Grantor, identified, where applicable, by title, author and/or PTO or Copyright Office, as applicable registration number and date. Each Grantor represents and warrants to the Uniform Commercial Code (said portion of Secured Parties that it has registered all material existing patents, trademarks, and copyrights with the Mortgaged Property so subject PTO or Copyright Office, as applicable, as identified in such IP Security Agreement, except for those copyrights with respect to which such Grantor reasonably determines registration to not be necessary to its business. Each Grantor covenants, promptly following such Grantor’s acquisition thereof, to provide to the Uniform Commercial Code being called in this Section 18 Administrative Agent like identifications of all material patents, trademarks, and copyrights and other rights relating thereto hereafter acquired by such Grantor, to register such patents, trademarks, or copyrights, as applicable with the "Collateral"). Trustor hereby agrees PTO or Copyright Office, as applicable, except for those copyrights with respect to which such Grantor reasonably determines registration to not be necessary to its business, and to execute and deliver to Beneficiarythe Administrative Agent as provided in §6.12 of the Credit Agreement, for the benefit of the Secured Parties, a supplement or joinder to this Agreement or a supplemental IP Security Agreement (each an “IP Security Agreement Supplement”), in each case, in form and substance reasonably satisfactory to Beneficiarythe Administrative Agent, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes benefit of the Uniform Commercial Code as Secured Parties, modified 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other rights reflect such subsequent acquisitions 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)registrations.
Appears in 1 contract
Security Agreement. This Deed 7.1 To further secure the Indebtedness, Mortgagor hereby grants to Lender a security interest in all of Trust is both a real property deed of trust Mortgagor’s rights, titles and a "security agreement" within interests in and to the meaning Mortgaged Properties insofar as such Mortgaged Properties consist of the goods, equipment, accounts, contract rights, general intangibles, inventory, hydrocarbons, fixtures and any and all other personal property of any kind or character defined in and subject to the provisions of the California Uniform Commercial Code, including the proceeds and products from any and all of such personal property (all of the foregoing being in this Article VII collectively called the “Collateral”). The Mortgaged Property includes Upon the occurrence and during the continuation of any Event of Default, Lender is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the applicable California Commercial Code with reference to the Collateral in which Lender has been granted a security interest herein, or the Trustee or Lender may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument in respect of the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Trustee or intangible Lender under any other provision of this instrument or under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or 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 Loan or any of the Mortgaged Property so subject to the Uniform Commercial Code being called Indebtedness. Mortgagor, as Debtor (and in this Section 18 Article VII and otherwise herein called “Debtor”) covenants and agrees with Lender, as secured party (and in this Article VII and otherwise herein called “Secured Party”) that:
(a) To the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryextent permitted by law, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed Debtor expressly waives any notice of Trust shall also constitute a "fixture filing" for the purposes sale or other disposition 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to Collateral and any other rights and right or remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted of a debtor or formalities prescribed by law relative to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor’s address set out herein at least ten (10) days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarysaid notice.
(b) Following and during the continuation of an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
(d) All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorney costs, shall execute, file be added to the Indebtedness and record such the Debtor shall be liable therefor.
(e) Should Secured Party elect to exercise its rights under California Uniform Commercial Code forms as are necessary to maintain part of the priority Collateral, this election shall not preclude Secured Party or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of Beneficiary's lien upon the Collateral.
(f) Any copy of this instrument may also serve as a financing statement under California Uniform Commercial Code between the Debtor, whose present address is Mortgagor’s address listed on the first page of this Mortgage, and security interest Secured Party, whose present address is the Lender’s address listed on the first page of this Mortgage.
(g) Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral, and shall pay at the reasonable request of Secured Party, Debtor will join Secured Party in executing one or more such financing statements pursuant to California Uniform Commercial Code in form satisfactory to Secured Party, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing statement or other statements signed only of this instrument is reasonably deemed by Beneficiary, as Trustor's attorney-in-fact, in connection with Secured Party to be necessary or desirable.
(h) The office where Debtor keeps Debtor’s accounting records concerning the Collateral covered by this Deed Security Agreement is Mortgagor’s address listed on the first page of Trust. Notwithstanding this Mortgage.
7.2 Portions of the foregoingCollateral consist of (i) oil, Trustor shall appear gas and defend other minerals produced or to be produced from the lands described in any action the Leases and to the accounts resulting from the sale thereof at the wellhead, or proceeding (ii) goods which affects are or purports will become fixtures attached to affect the real estate constituting a portion of the Mortgaged Property Properties, and any interest or right therein, whether such proceeding affects title or any other rights Debtor hereby agrees that this instrument shall be filed in the Real Property Records and the Uniform Commercial Code Records of the Counties in which the Mortgaged Property (Properties are located as a financing statement to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and in conjunction therewith, Trustor shall fully cooperate with Beneficiary other minerals and accounts will be financed at the wellhead of the oil and gas wells locat▇▇ ▇▇ the lands described in the event Beneficiary Leases. The name of the record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness of this document as a party security agreement or financing statement for other purposes.
7.3 This Mortgage constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Mortgaged Properties are located with respect to such action all fixtures included within the term Mortgaged Properties as used in this Mortgage and with respect to any goods, Collateral, or proceeding)other personal property that may now be or later become fixtures.
Appears in 1 contract
Security Agreement. This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Grantor in the Mortgaged Property. Trustor Grantor by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiarySecured 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"”). Trustor 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 Beneficiary, file UCC financing statements in form and substance reasonably satisfactory to BeneficiarySecured 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 Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein grantedexpense. This Deed of Trust 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 Deed of TrustSecurity Instrument. If an Event of Default shall occuroccur and be continuing, BeneficiarySecured 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 Beneficiary Secured Party may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of BeneficiarySecured Party, Trustor Grantor shall at its expense assemble the Collateral and make it available to Beneficiary Secured Party at a convenient place acceptable to BeneficiarySecured Party. Trustor Grantor shall pay to Beneficiary on demand Secured Party within five (5) days after written request therefor, any and all reasonable out-of-pocket expenses, including legal expenses reasonable attorneys’ fees and attorneys' feesdisbursements, incurred or paid by Beneficiary 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 Beneficiary Secured Party with respect to the Collateral Collateral, sent to Trustor 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 TrustorGrantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Secured Party to the payment of the Debt in such priority and proportions as Beneficiary Secured Party in its sole discretion shall deem proper. In the event of any change in name, identity or structure of any TrustorGrantor, such Trustor Grantor shall notify Beneficiary Secured Party thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code UCC forms as are necessary to maintain the priority of Beneficiary's Secured 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 Beneficiary Secured Party shall reasonably require the filing or recording of additional Uniform Commercial Code UCC forms or continuation statements, Trustor Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code UCC forms or continuation statements as Beneficiary 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 Trustor's Grantor’s obligations under the Note, this Deed Loan Documents or decrease the rights of Trust and Grantor under the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding).
Appears in 1 contract
Sources: Term Loan Agreement (GPAQ Acquisition Holdings, Inc.)
Security Agreement. This Deed All monies, securities, options, financial instruments, futures contracts or other property (“property”) now or at any future time in Customer’s account or held for Customer (either individually or jointly with others) by Broker or by any clearing house through which Customer’s trades are executed, or which may be in Broker’s or any affiliate’s possession for any purpose (including safekeeping) are hereby pledged to Broker and shall be subject to a first priority security interest, general lien and right of Trust set off in Broker’s favor to secure all indebtedness at any time owing from Customer to Broker and/or its affiliates. Broker is both a real hereby authorized to sell any and all property deed in any of trust Customer’s accounts without notice to satisfy such general lien. Property in or carried for the Customer’s account(s) shall be segregated as required by the Act and a "security agreement" within the meaning rules of the Uniform Commercial CodeCFTC. The Mortgaged Property includes both real and personal property and all other rights and interestsSubject to such segregation requirements, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Customer hereby grants to BeneficiaryBroker the right to pledge, re-pledge, hypothecate, re-hypothecate, or invest, either separately or with other property, any securities or other property held by Broker for the account of Customer or as collateral therefor, including without limitation to any exchange or clearing house through which trades of Customer are effected. Broker may deliver securities or other property of like or equivalent kind or amount. In lieu of requiring the immediate discharge of any obligation of Customer, Broker may, in its discretion, demand security for such obligation (and, if Broker so elects, for all future obligations of Customer), in which event Customer will either discharge all existing obligations to Broker or furnish such security as Broker shall have demanded, and, in connection therewith, execute and deliver security agreements, financing statements, and other documents, in forms required or approved by Broker. Without the Debtconsent of Broker, a Customer will not cause or allow any of the collateral held in any Customer account, whether now owned or hereafter acquired, to be or become subject to liens, security interests, mortgages or encumbrances of any nature other than the security interest in favor of Broker and its affiliates. Customer acknowledges that Broker and each of its affiliates act as agents for each other in respect of the Mortgaged Property to the full extent that the Mortgaged Property may be collateral subject to the Uniform Commercial Code (said portion security interest, lien and right of the Mortgaged Property so subject set-off described above. Broker is authorized to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute transfer among a regulated account and deliver to Beneficiaryany other account, in form including foreign exchange accounts and substance reasonably satisfactory to Beneficiarynon-regulated accounts and vice versa, such financing statements and such further assurances excess funds as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to required for 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary reason Broker deems appropriate in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof sole and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)absolute discretion.
Appears in 1 contract
Security Agreement. This Deed To secure the payment, performance and discharge of Trust is both the Obligations, Borrower hereby grants, assigns, transfers, conveys and sets over unto Lender, and hereby grants to Lender a real property deed continuing first priority, perfected security interest in all of trust Borrower's right, title and interest in, to and under any and all of the following, whether now and/or existing and/or now owned and/or hereafter acquired and/or arising:
(1) the Rate Cap Agreement; and (2) all accessions to, substitutions for, and replacements of, and of the foregoing and any and all products and cash and non-cash proceeds of any of the foregoing (collectively, the "UCC COLLATERAL"). With respect to all UCC Collateral, this Agreement shall constitute a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real of, and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Debt, shall create a security interest under, the UCC. Borrower hereby acknowledges and agrees that Lender shall be permitted to file one or more financing statements naming Borrower as debtor and Lender as secured party identifying "all UCC Collateral and no other assets" of Borrower 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")collateral description thereon. Trustor hereby agrees to execute Borrower represents and deliver to Beneficiarywarrants that, in form except for any financing statement filed by Lender and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to createfiled by the Guarantor, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for no presently effective financing statement covering the purposes of the Uniform Commercial Code as to all Collateral or any part of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial Code. Information concerning the thereof has been filed with any filing officer, and no other security interest herein granted may be obtained from the parties at the addresses of the parties set forth has attached to or has been perfected in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 . Borrower shall from time to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five time within fifteen (515) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied after request by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after requestLender, execute, file acknowledge and record such Uniform Commercial Code forms deliver, or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with authorize the filing and recording thereofof any financing statement, it being understood and agreedrenewal, howeveraffidavit, that no such additional documents shall increase Trustor's obligations under the Notecertificate, continuation statement or other document as Lender may reasonably request in order to evidence, perfect, preserve, continue, extend or maintain this Deed of Trust security agreement and the other Loan Documents. Trustor security interest created hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with a first priority Lien on the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)UCC Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Valence Technology Inc)
Security Agreement. This Deed Mortgage shall constitute a security agreement with respect to such components of Trust is both the Mortgaged Property as to which a real property deed security interest may attach under the Uniform Commercial Code and, with respect to such of trust and the Chattels as at any time may be fixtures, a "security agreement" within the meaning of fixture filing under the Uniform Commercial Code. The Mortgaged Property includes consists of both real and personal property. The filing of UCC-1 financing statements ("UCC-1s") in the records customarily pertaining to personal property shall not be construed as in any way derogating from the intention of the parties hereto that all Chattels and other property used in connection with the production of Rents or which are referred to in this Mortgage are, and at all other times and for all purposes and in all proceedings, both legal and equitable, shall be, regarded as real estate whether or not (a) any such item is physically attached to the Premises or any of the Improvements, (b) serial numbers are used for the better identification of certain of the Chattels capable of being thus identified in a recital contained herein or (c) any such item is referred to in any UCC-1 so filed at any time. Similarly, the mention in the UCC-1s of (x) the rights and interestsin the proceeds of any fire and/or hazard insurance policy, whether tangible (y) any award in condemnation or intangible eminent domain proceedings for a taking or for loss of value, or (z) the debtor's interest as lessor in nature, any present or future Lease or rights to income growing out of Trustor in the use or occupancy of the Mortgaged Property. Trustor , whether pursuant to a Lease or otherwise, shall never be construed as in any way derogating from, or altering, any of the rights of Mortgagee set forth in this Mortgage or impugning the priority of Mortgagee's lien granted hereby or by executing and delivering this Deed of Trust has granted and hereby grants any other recorded instrument, but such mention in the UCC-1s is declared to Beneficiary, as security be for the Debt, a security interest protection of Mortgagee in the Mortgaged Property event any court or judge shall at any time hold with respect to the full extent (x), (y) or (z) above that the Mortgaged Property may notice of Mortgagee's priority of interest, to be subject to effective against a particular class of persons, must be filed in the Uniform Commercial Code records. The addresses of Mortgagor (said portion Debtor) and Mortgagee (Secured Party) are set forth on page 1 of this Mortgage. This Mortgage is to be filed for record with the recorder of deeds of the county or counties in which the Premises are situated. Mortgagor is the record owner of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Property.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Acadia Realty Trust)
Security Agreement. This Deed 7.1 To further secure the Obligations, Mortgagor hereby grants to Lender a security interest in all of Trust is both a real property deed of trust Mortgagor’s rights, titles and a "security agreement" within interests in and to the meaning Mortgaged Properties insofar as such Mortgaged Properties consist of the goods, equipment, accounts, contract rights, general intangibles, inventory, hydrocarbons, fixtures and any and all other personal property of any kind or character defined in and subject to the provisions of the New York Uniform Commercial Code, including the proceeds and products from any and all of such personal property (all of the foregoing being in this Article VII collectively called the “Collateral”). The Mortgaged Property includes Upon the occurrence and during the continuation of any Event of Default, Lender is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the applicable New York Commercial Code with reference to the Collateral in which Lender has been granted a security interest herein, or the Trustee or Lender may proceed as to both the real and personal property and all other covered hereby in accordance with the rights and interestsremedies granted under this instrument in respect of the real property covered hereby. Such rights, whether tangible powers and remedies shall be cumulative and in addition to those granted Trustee or intangible Lender under any other provision of this instrument or under any other instrument executed in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, connection with or 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 Loan or any of the Mortgaged Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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, Obligations including, without limiting limitation, the generality Loan Agreement. Mortgagor, as Debtor (and in this Article VII and otherwise herein called “Debtor”) covenants and agrees with Lender, as secured party (and in this Article VII and otherwise herein called “Secured Party”) that:
(a) To the extent permitted by law, Debtor expressly waives any notice of sale or other disposition of the foregoing, the Collateral and any other right or remedies of a debtor or formalities prescribed by law relative to take possession sale or disposition of the Collateral or exercise of any part thereof, other right or remedy of Secured Party existing after default hereunder; and to take the extent any such other measures as Beneficiary may deem necessary for notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor’s address set out herein at least ten (10) days before the care, protection and preservation time of the Collateral. Upon request sale or demand disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of Beneficiarysaid notice.
(b) Following and during the continuation of an Event of Default, Trustor shall Secured Party is expressly granted the right at its expense assemble the Collateral and make it available option, to Beneficiary transfer at a convenient place acceptable any time to Beneficiary. Trustor shall pay itself or to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Obligations or to apply it on the principal and interest or other amounts owing on any of the Obligations, whether or not then due, in such order or manner as Secured Party may be applied by Beneficiary elect. All rights to marshalling of assets of Debtor, including any such right with respect to the payment Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Debt Collateral or any part thereof hereunder shall, in such priority and proportions as Beneficiary in its discretion the absence of manifest error, be prima facie evidence of the matter stated therein, no other proof shall deem proper. In be required to establish full legal propriety of the event sale or other action or of any change in namefact, identity condition or structure thing incident thereto, and all prerequisites of such sale or other action and of any Trustorfact, such Trustor condition or thing incident thereto shall notify Beneficiary thereof be presumed conclusively to have been performed or to have occurred.
(d) All expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and promptly after Beneficiary's request the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorney costs, shall execute, file be added to the Obligations and record such the Debtor shall be liable therefor.
(e) Should Secured Party elect to exercise its rights under New York Uniform Commercial Code forms as are necessary to maintain part of the priority Collateral, this election shall not preclude Secured Party or the Trustee from exercising any other rights and remedies granted by this instrument as to the remainder of Beneficiary's lien upon the Collateral.
(f) Any copy of this instrument may also serve as a financing statement under New York Uniform Commercial Code between the Debtor, whose present address is Mortgagor’s address listed on the first page of this Mortgage, and security interest Secured Party, whose present address is the Lender’s address listed on the first page of this Mortgage.
(g) Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral, and shall pay at the reasonable request of Secured Party, Debtor will join Secured Party in executing one or more such financing statements pursuant to New York Uniform Commercial Code in form satisfactory to Secured Party, in all expenses public offices at any time and fees in connection with the filing and recording thereof. If Beneficiary shall require the from time to time whenever filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing statement or other statements signed only of this instrument is reasonably deemed by Beneficiary, as Trustor's attorney-in-fact, in connection with Secured Party to be necessary or desirable.
(h) The office where Debtor keeps Debtor’s accounting records concerning the Collateral covered by this Deed Security Agreement is Mortgagor’s address listed on the first page of Trust. Notwithstanding this Mortgage.
7.2 Portions of the foregoingCollateral consist of (i) oil, Trustor shall appear gas and defend other minerals produced or to be produced from the lands described in any action the Leases and to the accounts resulting from the sale thereof at the wellhead, or proceeding (ii) goods which affects are or purports will become fixtures attached to affect the real estate constituting a portion of the Mortgaged Property Properties, and any interest or right therein, whether such proceeding affects title or any other rights Debtor hereby agrees that this instrument shall be filed in the Real Property Records and the Uniform Commercial Code Records of the Counties in which the Mortgaged Property (Properties are located as a financing statement to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and in conjunction therewith, Trustor shall fully cooperate with Beneficiary other minerals and accounts will be financed at the wellhead of the oil and gas ▇▇▇▇▇ located on the lands described in the event Beneficiary Leases. The name of the record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness of this document as a party security agreement or financing statement for other purposes.
7.3 This Mortgage constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Mortgaged Properties are located with respect to such action all fixtures included within the term Mortgaged Properties as used in this Mortgage and with respect to any goods, Collateral, or proceeding)other personal property that may now be or later become fixtures.
Appears in 1 contract
Security Agreement. This Deed of Trust is both Mortgage constitutes a real property deed of trust and a "security agreement" within agreement under the meaning of the New York 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiarythe Mortgagee, as security for to further secure the DebtObligations, a security interest in all furniture, fixtures and equipment and all other machinery, appliances, furnishings, tools and buildings materials now owned or hereafter acquired by the Mortgaged Property Mortgagor, and installed or to be installed in or on the full extent Premises and used or to be used in the management or operation of the Premises, and all substitutions, replacements, additions and accessions thereto, together with all cash and non-cash proceed thereof. The Mortgagor shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements that the Mortgaged Property Mortgagee 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"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may require from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 Deed of TrustMortgage with respect to such property. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor Mortgagor hereby irrevocably constitutes and appoints Beneficiary the Mortgagee with full power of substitution, as its attorney-in-fact, fact with full irrevocable power and authority (coupled with an interest upon Trustorand interest) in the place and stead of such Mortgagor and in the name of such Mortgagor or in the Mortgagee's failure own name, for the Mortgagee to do so within five (5) Business Days after request by Beneficiaryexecute, to deliver and file with such instruments for and on behalf of the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, Mortgagor and the Mortgagor shall pay all filing fees in connection with the Collateral covered by this Deed of Trusttherewith. Notwithstanding the foregoing, Trustor shall appear and defend in any action release of any 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 all of that property included in the Mortgaged Property (Premises which is deemed "real property", and 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 conjunction therewith, Trustor shall fully cooperate with Beneficiary in full of the event Beneficiary is a party to such action Obligations as are now or proceeding)hereafter secured hereby.
Appears in 1 contract
Security Agreement. This Deed of Trust is both (a) Each Buyer Party grants and pledges to Seller a real property deed of trust and a "continuing security agreement" within the meaning interest in all of the Uniform Commercial Code. The Mortgaged Property includes both real Equipment owned by such Buyer Party and personal property any and all other claims, rights and interestsinterests in any of such Equipment, whether tangible all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of such Equipment used or intangible in natureheld for use at the GMP Facility (collectively, the “Collateral”) to secure prompt payment and performance by the Buyer Parties of Trustor in their obligations under this Article IV arising out of, caused by or resulting from, directly or indirectly, the Mortgaged PropertyLease Assignment and Assumption Agreement, the GMP Facility Lease or otherwise with respect to the GMP Facility, including all Damages incurred or suffered by Seller or its Affiliates related thereto (such amounts, the “Secured Damages”). Trustor by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiarySuch security interest constitutes a valid, as security for the Debt, a first-priority security interest in the Mortgaged Property Collateral and shall remain in effect as such until, and shall terminate automatically on, the date on which any and all Liabilities of Seller under the GMP Facility Lease are fully paid or otherwise terminated as a result of the expiration of the term of such lease or the entry by Buyer into a direct lease with the landlord of the GMP Facility in replacement of the GMP Facility Lease (with a termination of the GMP Facility Lease).
(b) Each Buyer Party authorizes Seller (or its agents or attorneys) to file at any time financing statements, continuation statements and amendments thereto describing the full extent that the Mortgaged Property Collateral, which statements may be subject to list specific items of Collateral, contain any other information required by the Uniform Commercial Code as in effect in the State of Nevada for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, including whether such Buyer Party is an organization, the type of organization and any organizational identification number issued to such Buyer Party, if applicable. Any financing statements filed before the date of this Agreement to perfect Seller’s security interest in the Collateral were authorized by the Buyer Parties and are hereby ratified. Where Collateral is in possession of a third-party bailee (said portion excluding equipment out for repair or with an employee in the ordinary course of the Mortgaged Property so subject business or in transit between locations), each Buyer Party shall take such steps as Seller reasonably requests for Seller to the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryobtain an acknowledgment, in form and substance reasonably satisfactory to Beneficiary, Seller. Each Buyer Party shall take such financing statements and such further assurances other actions as Beneficiary Seller in its reasonable discretion may deem necessary or advisable from time to time reasonably consider necessary in order to createpreserve, perfect, perfect and preserve Beneficiary's protect the liens and security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as interests granted in this Agreement and 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition to any other exercise and enforce its 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder thereunder with respect to the Collateral.
(c) For any Secured Damages for which indemnification under Section 4.2 is finally determined and payable by the Buyer Parties and such claim is not otherwise satisfied by the Buyer Parties within ten (10) Business Days of the final determination of such claim, Seller may, at its election, do any one or more of the following, all of which are authorized by the Buyer Parties:
(i) Make such payments and do such acts as Seller considers necessary or reasonable to protect its security interest in the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect Each Buyer Party agrees to assemble the Collateral sent if Seller so requires and to Trustor in accordance with make the provisions hereof at least five (5) days prior Collateral available to such actionSeller as Seller may designate. Each Buyer Party authorizes Seller to enter the premises where the Collateral is located, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition take and maintain possession of the Collateral, or any part thereofof it, may and to pay, purchase, contest or compromise any encumbrance, charge or lien which in Seller’s determination appears to be applied prior or superior to its security interest and to pay all expenses incurred in connection therewith.
(ii) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral;
(iii) Sell the Collateral at either a public or private sale, or both, by Beneficiary way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including any Buyer Party’s premises) as Seller determines is commercially reasonable, and apply any proceeds to the payment of the Debt Buyer Parties’ indemnification obligations in such priority and proportions as Beneficiary in its discretion shall deem properwhatever manner or order Seller deems appropriate. In the event If notice of intended disposition of any change in nameCollateral is required by applicable law, identity it is agreed that ten (10) days’ notice shall constitute reasonable notification. Seller may sell the Collateral without giving any warranties as to the Collateral. Seller may specifically disclaim any warranties of title or structure the like. This procedure will not be considered adversely to affect the commercial reasonableness of any Trustorsale of the Collateral. If Seller sells any of the Collateral upon credit, such Trustor the Buyer Parties will be credited only with payments actually made by the purchaser, received by Seller and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Seller may resell the Collateral and the Buyer Parties shall notify Beneficiary thereof be credited with the proceeds of the sale;
(iv) credit bid and promptly after Beneficiary's request shall executepurchase at any public sale;
(v) apply for the appointment of a receiver, file trustee, liquidator or conservator of the Collateral, without notice and record such Uniform Commercial Code forms as are necessary without regard to maintain the priority adequacy of Beneficiary's lien upon the security for the Buyer Parties’ indemnification obligations and security interest without regard to the solvency of any Buyer Party or any other person;
(vi) demand and receive possession of any Buyer Party’s books and records relating to the Collateral; and
(vii) comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action or proceeding which affects or purports compliance will not be considered adversely to affect the Mortgaged Property and commercial reasonableness of any interest sale of the Collateral.
(d) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Buyer Parties. Seller has no obligation to clean up or right thereinotherwise prepare the Collateral for sale. All risk of loss, whether such proceeding affects title damage, or any other rights in destruction of the Mortgaged Property (and in conjunction therewith, Trustor Collateral shall fully cooperate with Beneficiary in be borne by the event Beneficiary is a party to such action or proceeding)Buyer Parties.
Appears in 1 contract
Sources: Asset Purchase Agreement (Precision Biosciences Inc)
Security Agreement. This Deed of Trust Security Instrument is both a real property deed of trust 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 Trustor Borrower in the Mortgaged Property. Trustor by By executing and delivering this Deed of Trust has granted and Security Instrument, Borrower hereby grants to BeneficiaryLender, 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 Code. As to those items of Property described in Section 1 .I of this Security Instrument that are, or are to become fixtures related to the Land, it is intended as to those items that THIS SECURITY INSTRUMENT BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date of its filing in the real estate records of the Mortgaged County where the Property so subject to the Uniform Commercial Code being called in this Section 18 the "Collateral")is situate. Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes The name of the Uniform Commercial Code as to all or any part record owner of the Mortgaged Property which now or hereafter constitute "fixtures" under the Uniform Commercial Codesaid real estate is Borrower. Information concerning the security interest herein granted created by this instrument may be obtained from the parties Lender, as secured party, at the addresses of the parties its address as set forth in the first paragraph Section 14 of this Deed of TrustSecurity Instrument. If an Event of Default shall occur, Beneficiary, 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 The address of the foregoingBorrower as debtor, is as set forth in Section 14 of this Security Instrument. This document covers goods which are or are to become fixtures. Borrower’s Federal Tax Identification Number is ___________. Borrower’s jurisdiction of organization is the right to take possession State of the Collateral Kansas and its organization identification number is _____________ (or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the CollateralBorrower has no organizational identification number). Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect Subject to the Collateral. Any covenants of Section 4.2, Borrower shall give Lender at least thirty (30) days’ written notice of saleany proposed change in Borrower’s name, disposition address, identity, state of registration for a registered organization, principal place of business, or other intended action by Beneficiary with respect structure and hereby authorizes Lender to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days file prior to or concurrently with such action, shall constitute commercially reasonable notice change all additional financing statements that Lender may require to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority establish and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain perfect the priority of Beneficiary's lien upon and Lender’s security interest in the CollateralProperly. Borrower by signing this Security Instrument authorizes Lender to file such financing statements, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms amendments or continuation statements, Trustor shalleither before, promptly on or after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiarydate hereof, as Trustor's attorney-in-fact, in connection with Lender determines necessary or desirable to perfect or to continue the Collateral covered by this Deed lien of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any Lender’s security interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Property.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Secured Investment Resources Fund Lp Ii)
Security Agreement. This Deed of Trust a. To secure all indebtedness or liabilities ("Obligations") for which the General Agent is both a real property deed of trust and a "security agreement" within now or may become liable to the meaning of Company in any manner pursuant to this Agreement, 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby General Agent grants to Beneficiary, as security for the Debt, Company a security interest in all accounts ("Accounts") and expirations including all records thereof ("Expirations") now owned or hereafter acquired by the Mortgaged Property General Agent relating to insurance policies written by the full extent that the Mortgaged Property General Agent on behalf of MGA Insurance Company, Inc., General Agents Insurance Company of America Inc., GAINSCO County Mutual Insurance Company, and any other insurance companies which are now, or which may be subject to the Uniform Commercial Code (said portion hereafter become, affiliated with any of the Mortgaged Property so subject to foregoing insurance companies and all proceeds and products of all of the Uniform Commercial Code being called in this Section 18 the foregoing ("Collateral"). Trustor hereby agrees to execute and deliver to BeneficiaryThe General Agent will sign any papers, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider that the Company considers necessary to createobtain, perfect, maintain and preserve Beneficiary's perfect this security interest herein granted. This Deed or to comply with any relevant law.
b. Upon the occurrence 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 Deed of Trust. If an Event of Default (as hereinafter defined), the General Agent at his own expense shall occurtake all necessary action promptly to collect his Accounts and shall pay all proceeds to the Company immediately upon receipt in the exact form received without commingling with other property. Upon the occurrence of an Event of Default, Beneficiarythe General Agent shall (i) deposit the proceeds with the Company immediately upon receipt or (ii) notify account debtors that their accounts have been assigned to the Company and shall be paid directly to the Company. Upon the occurrence of an Event of Default, the Company may, at its option, notify account debtors to pay the Accounts directly to the Company, and may collect, sue, compromise on terms it considers proper, endorse, s▇▇▇ or otherwise deal with the Accounts either in its own name or that of the General Agent.
c. The Expirations constitute confidential business information and trade secrets which are used by the General Agent in its business to obtain a competitive advantage over the General Agent's competitors who do not know or have use thereof. The protection of the Expirations against unauthorized disclosure and use is of critical importance to the Company and the General Agent therefore agrees that it shall not at any time sell, copy or have copies made of, assign, distribute or disclose the Expirations, or any part thereof, to any other person or organization except as specifically authorized in writing by the Company and further agrees that it shall employ reasonable efforts to confine knowledge and use of the Expirations only to its officers and employees who require such knowledge and use in the ordinary course and scope of their employment by the General Agent. Upon the occurrence of an Event of Default, the General Agent, in addition to the foregoing, shall make no further use of the Expirations or exercise any rights with respect thereto, including use of the Expirations for the purpose of solicitation of renewal policies, except at otherwise consented to in writing by the Company.
d. The General Agent will be in default upon any of these events or conditions ("Events of Default"): (i) failure to make payment when due of any of the Obligations; or (ii) the termination of the Agreement pursuant to paragraphs a.1, a.2 or a.4 of Section IX of the Agreement; or (iii) at any time that, in the opinion of Company, the financial condition of the General Agent becomes impaired or the Collateral becomes insufficient or unsafe.
e. Upon the occurrence of an Event of Default, and at any time thereafter, the Company may, upon written notice to the General Agent, declare all or [STAMP] any of the Obligations immediately due and payable and will have, in addition to all other rights and remedies which it may haveremedies, 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, includingas enacted in the State of Texas, without limiting and under all other applicable laws. The General Agent recognizes that irreparable injury and damage will result to the generality Company in the event of the foregoingbreach by the General Agent of any warranty, the right to take possession representation, or agreement of the Collateral General Agent contained in this Agreement. The Company shall be entitled, in addition to any legal or equitable remedies and damages available, to an injunction to restrain the violation of any part thereofsuch warranty, representation or agreement by the General Agent and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred other persons acting for or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition behalf of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)General Agent.
Appears in 1 contract
Sources: Acquisition Agreement (Gainsco Inc)
Security Agreement. This Deed (a) THIS MORTGAGE CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS MORTGAGE CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE “UCC”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, MORTGAGEE MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR MORTGAGEE MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH MORTGAGEE’ S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS MORTGAGE.
(b) The grant of Trust any security interest to Mortgagee under 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 both a real property deed or which the parties have agreed to treat as real property.
(c) If required by Mortgagee, at any time during the term of trust this Mortgage, Mortgagor shall execute and a "deliver to Mortgagee, in form satisfactory to Mortgagee, additional security agreement" within the meaning agreements, financing statements and/or other instruments covering all Personal Property as defined above or fixtures of Mortgagor which may at any time be furnished, placed on, or annexed or made appurtenant to any of the Uniform Commercial Code. The Mortgaged Real Property includes both real and personal property and all other rights and interestsor used, whether tangible useful or intangible in natureheld for use, of Trustor in the Mortgaged Propertyoperation of any Improvements.
(d) Mortgagor hereby authorizes Mortgagee to file with the appropriate filing officer or office such financing statements and/or other instruments as Mortgagee may deem appropriate in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. Trustor by executing Mortgagor authorizes Mortgagee to file such financing statements and delivering this Deed of Trust has granted amendments, assignments and hereby grants to Beneficiarycontinuations thereto, as security for the Debt, a Mortgagee deems necessary to perfect Mortgagee’s security interest in the Mortgaged Personal Property and to prevent its security interest from becoming unperfected.
(e) It is understood and agreed that, in order to protect Mortgagee from the effect of Ind. Code § 26-1-9.1-334, as amended from time to time, in the event that Mortgagor intends to purchase any goods which may become fixtures attached to the full extent that the Mortgaged Property may Property, or any part thereof, and such goods shall be subject to a purchase money security interest held by a seller or any other party:
(1) Mortgagor shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the Uniform Commercial Code prior written approval of Mortgagee, and all requests for such written approval shall be in writing and contain the following information:
(said portion i) a description of the Mortgaged fixtures to be replaced, added to, installed or substituted;
(ii) the address at which the fixtures will be replaced, added to, installed or substituted; and
(iii) the name and address of the proposed holder and proposed amount of the security interest. Mortgagor’s execution of any such security agreement or other document evidencing or perfecting such security interest without Mortgagee’s prior written approval shall constitute an Event of Default. No consent by Mortgagee pursuant to this clause (e) shall be deemed to constitute an agreement to subordinate any right of Mortgagee in fixtures or other property covered by this Mortgage.
(2) If at any time Mortgagor fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property so subject or any fixtures, Mortgagee, at its option, may at any time pay the amount secured by such security interest. Any costs and expenses incurred by Mortgagee under this Subparagraph, including any expenses, costs, charges and attorney’s fees incurred by Mortgagee, shall be reimbursed to Mortgagee in accordance with Section 5.04. Mortgagee shall be subrogated to the Uniform Commercial Code being called rights of the holder of any such purchase money security interest in this Section 18 the "Collateral"). Trustor hereby agrees Personal Property.
(3) Mortgagee shall have the right to execute acquire by assignment from the holder of such security interest any and deliver all contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of Mortgagor’s indebtedness for such Personal Property or fixtures, and, upon acquiring such interest by assignment, shall have the right to Beneficiaryenforce the security interest as assignee thereof, in form accordance with the terms and substance reasonably provisions of the UCC and in accordance with any other provisions of Applicable Law.
(4) Whether or not Mortgagee has paid the indebtedness secured by, or taken an assignment of, such security interest, Mortgagor shall pay all sums and perform all obligations secured thereby, and if Mortgagor at any time shall be in default under such security agreement, it shall constitute an Event of Default.
(5) The provisions of the foregoing clauses (2) and (3) shall not apply if the goods which may become fixtures are of at least equivalent value and quality as any property being replaced and if the rights of the party holding such security interest have been expressly subordinated, at no cost to Mortgagee, to the Lien and security interest of this Mortgage in a manner satisfactory to BeneficiaryMortgagee, including without limitation, at the option of Mortgagee, providing to Mortgagee a satisfactory opinion of counsel to the effect that this Mortgage constitutes a valid and subsisting first Lien on such financing statements fixtures which is not subordinate to the lien of such security interest under any Applicable Law, including without limitation, the provisions of Ind. Code § 26-1-9.1-334.
(f) Mortgagor hereby warrants, represents and such further assurances covenants with, to and for the benefit of Mortgagee as Beneficiary follows:
(1) Mortgagor is the sole owner of the Personal Property, free from any Lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever other than the lien of this Mortgage and the Permitted Exceptions. Mortgagor shall notify Mortgagee of, shall protect, defend and indemnify Mortgagee against, all claims and demands of all persons at any time claiming any rights or interest therein.
(2) The Personal Property is not used or bought and shall not be used or bought for personal, family, or household purposes, but shall be bought and used solely for the purpose of carrying on Mortgagor’s business.
(3) The Personal Property has been located on the Land and/or Improvements for at least fifteen (15) days and shall be kept on or at the Land or the Improvements and Mortgagor will not remove the Personal Property therefrom without the prior written consent of Mortgagee, except as may from time to time reasonably consider necessary to create, perfectbe removed in accordance with the Indenture, and preserve Beneficiary's security interest herein grantedexcept such portions or items of Personal Property temporarily stored elsewhere to facilitate refurbishing or repair thereof or of the Improvements. Mortgagor’s name as shown in its organizational documents and jurisdiction of organization are as set forth in the beginning of this Mortgage. Mortgagor shall not change its name or state of organization without the prior written consent of Mortgagee. Mortgagor is a limited liability company organized under the laws of the State of Delaware, and its state organization number is 6132883. This Deed of Trust shall also constitute instrument constitutes a "financing statement filed as a fixture filing" for filing in the purposes Official Records of the Uniform Commercial Code as to all or any part County Recorder of the Mortgaged counties in which the Property which is located with respect to any and all fixtures included within the term “Property” as used herein and with respect to any goods or other personal property that may now be or hereafter constitute "become such fixtures" . The Mortgagor is the record owner of the Property. Mortgagor shall be deemed the “Debtor” with the address set forth for Mortgagor in the introductory paragraph hereof. Mortgagee shall be deemed to be the “Secured Party” with the address set forth for Mortgagee in the introductory paragraph hereof and shall have all of the rights of a secured party 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, in addition This Mortgage covers goods which are or are 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)become fixtures.
Appears in 1 contract
Security Agreement. This Deed of Trust is both Lease constitutes a real property deed of trust security agreement pursuant to and a "security agreement" within in accordance with the meaning of the Uniform Commercial Code. The Mortgaged UCC covering all Property includes both real Collateral and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryAccounts Collateral, as security for well as the Debt, Authorization Collateral and any other property in or against which Landlord is granted a security interest or lien by the terms of this Lease, including pursuant to Sections 3.3, 3.4, 7.3, 11.3 and this Section 21.1 (collectively, the “Lease Collateral”), and such security agreement, and the security interests and liens created in this Lease, shall survive the expiration or earlier termination of this Lease (or, if applicable, Tenant’s right of possession). Tenant hereby authorizes Landlord to file such financing statements, continuation statements and other documents as may be necessary or desirable to perfect or continue the perfection of Landlord’s security interests and liens in the Mortgaged Property Lease Collateral pursuant to the full extent that UCC. In addition, if required by Landlord at any time during 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"). Trustor hereby agrees to Term, Tenant shall execute and deliver to BeneficiaryLandlord, in form and substance reasonably satisfactory to BeneficiaryLandlord, such additional security agreements, financing statements statements, fixture filings and such further assurances other documents as Beneficiary Landlord may from time to time reasonably consider necessary require to create, perfect, perfect or continue the perfection of Landlord’s security interests and preserve Beneficiary's security interest herein granted. This 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 liens in the first paragraph Lease Collateral. Upon the occurrence of this Deed of Trust. If an Event of Default or in connection with an Operational Transfer, Landlord shall occur, Beneficiary, in addition be entitled 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 available to a secured party upon default under the Uniform Commercial CodeUCC, including, without limiting or available to a landlord under the generality laws of the foregoingState(s) where the applicable Leased Property(ies) is (are) located, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Lease Collateral. Any notice of , including the right to sell the same at public or private sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-factand, in connection with any such sale, Tenant agrees that the giving of 10 days’ notice by Landlord, designating the time and place of any public sale of any Lease Collateral, or the time after which any private sale or other intended disposition of any Lease Collateral covered by is to be made, shall be deemed to be reasonable notice thereof, and Tenant waives any other notice with respect thereto. Nothing in this Deed Section 21.1 shall be deemed or construed to limit Landlord’s rights to apply any of Trust. Notwithstanding the foregoing, Trustor shall appear and defend Leased Collateral as provided in any action or proceeding which affects or purports to affect the Mortgaged Property other provisions of this Lease, including Sections 3.3, 3.4, 7.3 and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)11.3.
Appears in 1 contract
Sources: Master Lease Agreement (Assisted Living Concepts Inc)
Security Agreement. This Deed of Trust is both a real property 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and Obligor hereby grants to Beneficiary, as security for the Debt, Lender a security interest in the Mortgaged Property Fixtures and Personalty for the purpose of securing all obligations of the Obligors set forth in the Restated Note and in this Restated Mortgage. This instrument is a self-operative agreement with respect to the full extent that above described property, but Obligor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as the Mortgaged Property Lender may request. Obligor hereby warrants, represents and covenants as follows:
(a) Except for the security interest granted hereby, Obligor is, and as to portions of the Fixtures and Personalty to be subject acquired after the date hereof will be, the sole owner of the Fixtures and Personalty, free from any adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever. Obligor will notify the Lender of, and will defend the Fixtures and Personalty against, all claims and demands of all persons at any time claiming the same or any interest therein.
(b) Upon the occurrence and during the continuance of an Event of Default, Obligor will not lease, sell, convey or in any manner transfer the Fixtures and Personalty without the prior written consent of the Lender.
(c) The Fixtures and Personalty are not and will not be used or bought for personal, family or household purposes.
(d) The Fixtures and Personalty will be kept on or at the Premises and Obligor will not remove the Fixtures and Personalty from the Premises without the prior written consent of the Lender, except such portions or items of Fixtures and Personalty which are consumed or worn out in ordinary usage, all of which shall be promptly replaced by Obligor.
(e) Obligor maintains a place of business in the State of Florida and Obligor will immediately notify the Lender in writing of any changes in its place of business as set forth in the beginning of this Restated Mortgage.
(f) At the request of the Lender, Obligor will join the Lender in executing one or more financing statements and renewals and amendments thereof pursuant to the Uniform Commercial Code of Florida in form satisfactory to the Lender, and will pay the cost of filing the same in all public offices wherever filing is deemed by the Lender to be necessary or desirable.
(said portion g) All covenants and obligations of Obligor contained herein relating to the Mortgaged Property so subject Land shall be deemed to apply to the Fixtures and Personalty whether or not expressly referred to herein.
(h) This Restated Mortgage constitutes a Security Agreement as that term is used in the Uniform Commercial Code being called in this Section 18 the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Florida.
Appears in 1 contract
Sources: Restated Mortgage and Assumption Agreement (Pelican Properties International Corp)
Security Agreement. This Deed In order to induce SunTrust from time to time to enter into agreements with and to extend or continue to extend credit to LRM Industries, LLC (and anyone or more and any combination if more than one, the "Borrower") and in consideration of Trust is both a real property deed of trust any credit so extended, the Owner (which may include the Borrower) hereby grants, sells, assigns, transfers 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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants conveys to Beneficiary, as security for the Debt, SunTrust 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"). Trustor hereby agrees to execute Collateral and deliver to Beneficiaryall proceeds, in form products rents and substance reasonably satisfactory to Beneficiary, such financing statements profits thereof and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, all substitutions and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code as to replacements therefore and 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 revenues from the parties at right to use the addresses Collateral to secure the prompt payment and performance of the parties set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 liabilities, obligations. agreements and remedies granted undertakings of Borrower to a SunTrust (and, in addition, all liabilities, obligations, agreements and undertakings of Owner, or anyone or more of them, to SunTrust if Owner and Borrower are not the same person or entity) in any amount, whether now existing or hereafter arising, including those owed by Borrower or Owner to others and acquired by Sun Trust through purchase, assignment or otherwise, however created, evidenced or arising, whether individually or jointly with others, and whether absolute or contingent, direct or indirect, as maker, endorser, guarantor, surety or otherwise, liquidated or unliquidated, matured or unmatured, whether or not secured party upon default under the Uniform Commercial Codeby other collateral, and including, without limiting limitation, (a) all obligations to perform or forbear from performing any acts, (b) all overdrafts on deposits or accounts maintained by Borrower or Owner with SunTrust, (c) all liabilities, obligations, agreements and undertakings of Borrower or Owner to SunTrust pursuant to any interest rate hedge agreement or other derivative transaction agreement or any foreign exchange contract or any application or other agreement requesting SunTrust to issue any letter of credit including, without limitation, the generality obligation of Borrower or Owner to reimburse SunTrust for all amounts funded by SunTrust pursuant to any such letter of credit, and (d) all costs of collection and protection of SunTrust's rights, including attorneys' fees allowed by law (in the amount of 15% of the foregoing, principal and interest secured hereby if this agreement is governed by the right to take possession laws of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right thereinGeorgia), whether such proceeding affects title collection or protection occurs prior to, during, or after any other rights in bankruptcy proceedings filed by or against any Obligor (as such term is defined below) (all the Mortgaged Property (and in conjunction therewith, Trustor shall fully cooperate with Beneficiary in foregoing being hereinafter collectively referred to as the event Beneficiary is a party to such action or proceeding"Obligations").
Appears in 1 contract
Security Agreement. This Deed of Trust is both Security Instrument constitutes a real property deed of trust and a "security agreement" within financing statement and, to the meaning extent required under N.J.S.A. 12A: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 Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 N.J.S.A. 12A:9-501(d). Trustor hereby agrees to execute and deliver to BeneficiaryBorrower is, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust 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 all fixtures, equipment, and other property covered by the UCC, if any, which are used upon, in, or about the Property (or any part 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 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. Except for Permitted Encumbrances, Borrower agrees that, without the written consent of Lender, 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 Deed of Trust. If an Event of Default shall occurby Borrower, Beneficiary, 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 Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by 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 Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereofLender's option, may be applied by Beneficiary 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 Beneficiary 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 Trustor, such Trustor shall notify Beneficiary thereof and promptly after BeneficiaryLender's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority rights of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations priorities under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Security Instrument.
Appears in 1 contract
Security Agreement. This Deed [1] With respect to the machinery, apparatus, equipment, fittings, fixtures, building supplies and materials, articles of Trust is both a real personal property, chattels, chattel paper, documents, inventory, accounts, water rights, farm products, consumer goods and general intangibles owned by Borrower and referred to or described in the granting clauses of this Mortgage or owned by Borrower and in any way connected with the use and enjoyment of the Property, including any personal property deed of trust and a "security agreement" or fixtures included within the meaning definition of the term “Property” (other than any personal property which may be now or hereafter deemed to be toxic or Hazardous Materials) whether now owned or hereafter from time to time acquired, together with all substitutions, replacements, additions, attachments, accessories and all of the rents, issues, income, revenues, security deposits and profits derived from the Property (collectively referred to as the “Collateral”), this Mortgage is hereby also made and declared to be a security agreement encumbering each and every item of such property comprising a part of the Collateral, in compliance with the provisions of the Uniform Commercial CodeCode as enacted in the state where the Property is located, and Borrower hereby grants Lender a security interest in all such Collateral. The Mortgaged remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Mortgage shall include, but not be limited to those [i] prescribed herein, or [ii] prescribed by general law, or [iii] prescribed by the specific statutory provisions now or hereafter enacted and specified in said Uniform Commercial Code, all at Lender’s sole election. Borrower and Lender agree that the filing of any such financing statement or statements in the records normally having to do with personal property shall not in any way affect the agreement of Borrower and Lender that everything used in connection with the production of income from the Property includes or adapted for use therein 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 equitable, shall be, regarded as part of the real estate conveyed hereby regardless of whether any such item is physically attached to the improvements, serial numbers are used for the better identification of certain items capable of being thus identified in an exhibit to this Mortgage, or any such item is referred to or reflected in any such financing statement or statements so filed at any time. Similarly, the mention in any such financing statement or statements of the rights in and to [A] the proceeds of any insurance policy, or [B] any award in eminent domain proceedings for a taking or for loss of value, or [C] Borrower’s interest as landlord in any present or future Lease or sublease or rights to income growing out of the use and/or occupancy of the Property, whether pursuant to a tenant Lease of space in the Property or otherwise, shall not in any way alter any of the rights of Lender as determined by this Mortgage or affect the priority of Lender’s security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement or statements is solely for the protection of Lender in the event any court shall at any time hold with respect to the foregoing clauses [A], [B], or [C] of this sentence, that notice of Lender’s priority of interest, to be effective against a particular class of persons, must be filed in the Uniform Commercial Code records. Said security interest shall attach thereto as soon as Borrower obtains any interest in any of the Collateral and before the Collateral becomes fixtures or before the Collateral is installed or affixed to other collateral for the benefit of Lender, to secure the Indebtedness, and all other sums and charges which may become due hereunder or thereunder. The security interest held by Lender shall cover cash and non-cash proceeds of the Collateral, but nothing contained herein shall be construed as authorizing, either expressly or by implication, the sale or other disposition of the Collateral by Borrower, which sale or other disposition is hereby expressly prohibited without the Lender’s prior written consent, or as otherwise provided herein. No personal property or business equipment owned by any Tenants (as hereinafter defined) holding under Borrower is included within this Mortgage, except to the extent of Borrower’s landlord’s lien with respect thereto. Notwithstanding the foregoing, (i) Collateral specifically excludes all trade or business fixtures, equipment, and personal property owned by tenants of the Property, and (ii) it is recognized that Borrower’s rights in certain of the Collateral are subject to the rights of tenants to utilize the same for the term of their leases. In the Event of Default under this Mortgage, Lender, pursuant to said Uniform Commercial Code, shall have the option of proceeding as to both real and personal property and all other in accordance with its rights and interestsremedies in respect of the real property, whether tangible or intangible in nature, which event the default provisions of Trustor in the Mortgaged Property. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, 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 shall not apply. The parties agree that, in the Mortgaged Property so subject event Lender elects to proceed with respect to the Uniform Commercial Code being called in this Section 18 Collateral separately from the "Collateral"). Trustor hereby agrees to execute and deliver to Beneficiaryreal property, in form and substance reasonably satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. This Deed of Trust shall also constitute a "fixture filing" for the purposes requirement of the Uniform Commercial Code as to all reasonable notice of any proposed sale 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 Deed of Trust. If an Event of Default shall occur, Beneficiary, 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 disposition of the Collateral or any part thereof, and to take shall be met if such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect notice is mailed to the Collateral. Any notice of saleBorrower, disposition or other intended action by Beneficiary with respect to the Collateral sent to Trustor in accordance with the provisions hereof as hereinafter provided, at least five (5) days prior to the time of such actionsale or disposition. Borrower agrees that, shall constitute commercially reasonable notice without the prior written consent of Lender, Borrower will not remove or permit to Trustor. The proceeds of be removed from the real property hereby conveyed, any disposition of the CollateralCollateral unless the same is replaced immediately with unencumbered Collateral of a quality and value equal or superior to that which it replaces. All such replacements, or any part renewals and additions shall become and be immediately subject to the security interest of this Mortgage and be covered thereby. Borrower warrants and represents that all Collateral now is, and that all replacements thereof, may be applied by Beneficiary substitutions therefor or additions thereto will be, free and clear of liens, encumbrances or security interests of others, except as to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem proper. In the event of any change in name, identity or structure of any Trustor, such Trustor shall notify Beneficiary thereof and promptly after Beneficiary's request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of 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 Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as 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 Trustor's obligations under the Note, this Deed of Trust and the other Loan Documents. Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest upon Trustor's failure to do so within five (5) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any financing or other statements signed only by Beneficiary, as Trustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, 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, Trustor shall fully cooperate with Beneficiary in the event Beneficiary is a party to such action or proceeding)Permitted Exceptions.
Appears in 1 contract
Sources: Mortgage, Assignment of Rents and Security Agreement (Griffin Industrial Realty, Inc.)