Return To: Mayer, Brown, Rowe & Maw LLP
Return
To:
Mayer,
Brown, ▇▇▇▇ & Maw LLP
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Attention:
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OF MONMOUTH
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ASSIGNMENT
OF LEASES AND RENTS,
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SECURITY
AGREEMENT AND
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FIXTURE
FILING
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COLLATERAL
IS OR INCLUDES FIXTURES
THIS
SECOND MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (the "Security
Instrument")
is made
and entered into as of the16th day of November, 2004, which date shall
be
the effective date of this Security Instrument, by MONITAL SIGNAL CORPORATION
(successor to Monital Signal Corp.), a New Jersey corporation (the "Mortgagor"),
with
offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, in favor
of
▇▇▇▇▇ FARGO BANK, N.A., a national banking association with offices at ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with its successors
and assigns as collateral agent and trustee (in such capacity called the
"Mortgagee")
under
the Indenture (as defined below) for the benefit of the Holders (as defined
in
the Indenture).
The
Mortgagor, the parent of the Mortgagor, Integrated Alarm Services Group,
Inc.
(the "Company"),
certain other Subsidiaries of the Company, and the Mortgagee are entering
into
an Indenture, dated as of November 16, 2004 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the "Indenture"),
governing the rights and duties of the Company and such Subsidiaries (including
the Mortgagor) with respect to the 12% Senior Secured Notes of the Company
due
2011 in the original aggregate principal amount of $125,000,000 (together
with
all amendments, renewals, replacements, extensions and modifications thereof
and
with any additional notes issued under the Indenture, the "Notes").
Pursuant to the Indenture, the Mortgagor guaranteed the obligations of the
Company under the Notes and agreed to grant this Mortgage as security for
the
Notes.
This
Security Instrument secures the following (collectively, called the
"Obligations"):
(i)
the full and punctual payment of principal of and interest on the Notes when
due, whether at maturity, by acceleration, by redemption or otherwise, and
all
other monetary obligations of the Company under the Indenture and the Notes;
(ii) the full and punctual performance within applicable grace periods
of
all other obligations of the Company under this Indenture, the Notes, the
Purchase Agreement and the Collateral Documents; (iii) the full and punctual
payment and performance within applicable grace periods by the Mortgagor
of its
obligations under the Indenture, including, without limitation, the Subsidiary
Guarantee contained in the Indenture, and under the other Loan Documents;
and
(iv) the payment of all other sums, with interest thereon,
advanced in accordance with the Notes, the Indenture, the Purchase Agreement
or
any other Collateral Document to protect the security of this Security
Instrument. The Notes, the Indenture, the Purchase Agreement and the Collateral
Documents are collectively referred to herein as the "Loan Documents". The
indebtedness evidenced by the Notes is herein referred to as the
"Loan".
Capitalized
terms used, but not defined, herein shall have the meanings given to such
terms
in the Indenture. All of the terms, definitions, conditions and covenants
of the
Indenture are expressly made a part of this Security Instrument by reference
in
the same manner and with the same effect as if set forth herein at length
and
any beneficiary of this Security Instrument is entitled to the benefits of
and
remedies provided in the Indenture, the Notes and other Loan Documents by
and
between the Mortgagor and the Mortgagee.
W I T N E S S E T H:
The
Mortgagor, in consideration of the indebtedness herein recited, irrevocably
grants, mortgages, conveys and assigns to the Mortgagee and the Mortgagee's
successors in trust and assigns for the ratable benefit of the Holders, all
of
the following described land, real property interests, buildings, improvements,
fixtures, furniture and appliances and other personal property:
(a) All
that
tract or parcel of land and other real property interests in MONMOUTH County,
New Jersey more particularly described in Exhibit
A
attached
hereto and made a part hereof (the "Land"),
subject to the permitted encumbrances described in Exhibit
B
attached
hereto and made a part hereof (the "Permitted
Encumbrances");
and
(b) All
buildings, improvements and tenements of every kind and description now or
hereafter erected or placed on the Land (the "Improvements')
and all
materials intended for construction, reconstruction, alteration and repair
of
such Improvements now or hereafter erected or placed thereon, all of which
materials shall be deemed to be included within the premises hereby conveyed
immediately upon the delivery thereof to the Land, and all Tangible Personalty
(as defined in the Personalty Rider attached hereto and made a part hereof
for
all purposes).
TO
HAVE
AND HOLD the same, together with all privileges, hereditaments, easements
and
appurtenances thereunto belonging, to the Mortgagee and the Mortgagee's
successors in trust and assigns for the ratable benefit of the Holders to
secure
the Obligations and upon this special trust: that should the Obligations
be paid
and performed according to the tenor and effect thereof when the same shall
be
due and payable and should the Obligations be fully and timely discharged,
then
the Land, Improvements and Tangible Personalty (hereinafter collectively
referred to as the "Premises")
shall
be reconveyed to the Mortgagor or the title thereto shall be revested according
to the provisions of applicable law.
As
additional collateral and further security for the indebtedness secured hereby,
to the fullest extent permitted by applicable law, the Mortgagor does hereby
assign to the Mortgagee and grants to the Mortgagee a second priority security
interest in: (i) all of the right, title and interest
of the Mortgagor in and to any and all Intangible Personalty (as defined
in the
Personalty Rider attached hereto), and (ii) any and all escrow accounts,
collection accounts or deposit accounts relating to the Premises now maintained
or to be established from time to time and any and all certificates or
instruments purchased with funds deposited in such account(s), and all renewals
of such instruments or certificates and all replacements therefore, whether
in
the form of certificates of deposit or other instruments, notes, securities
or
accounts (including, without limitation, money market instruments and accounts)
and any other cash or non-cash proceeds of the principal amount of any of
the
foregoing, including interest and dividends thereon, if any, and all proceeds
therefrom
2
including,
without limitation, interest or dividends, if any, on the accounts and
all
certificates, instruments, notes, securities or accounts. The Mortgagor
agrees
to execute and deliver to the Mortgagee such additional instruments, in
form and
substance satisfactory to the Mortgagee, as may hereafter be requested
by the
Mortgagee to evidence and confirm said assignment and grant of security
interest; provided, however, that acceptance of any such assignment and
grant of
security interest shall not be construed as a consent by the Mortgagee
to any of
the foregoing or to impose upon the Mortgagee any obligation with respect
thereto.
As
part
of the consideration for the indebtedness secured hereby, the Mortgagor hereby
absolutely and unconditionally assigns and transfers to the Mortgagee and
grants
to the Mortgagee a second priority security interest in any and all leases
and
other occupancy or use agreements (whether oral or written) now existing
or
hereafter made and affecting the Premises as such leases and other agreements
may have been, or may from time to time be hereafter, modified, extended
and
renewed, with all the security deposits, rents (including, without limitation,
room rents and room revenues, if any), issues, profits, revenues and other
income of the Premises from time to time accruing therefrom (the "Rents and
Profits"), and the acceptance of this assignment and the collection of the
Rents
and Profits or the payments under the leases hereby assigned shall not
constitute a waiver of any rights of the Mortgagee under the terms of the
Loan
Documents. So long as there shall exist no Event of Default (as defined in
the
Indenture), the Mortgagor shall have the right under a license granted hereby
(but limited as provided elsewhere in this Security Instrument and in the
Indenture) to collect upon, but not more than two months prior to accrual,
all
of said Rents and Profits, arising from or out of such leases and other
agreements or any modifications, renewals or extensions thereof, or from
or out
of the Premises or any part thereof, and the Mortgagor shall receive such
Rents
and Profits, as a trust fund to be applied, and the Mortgagor hereby covenants
to so apply same, to the payment of taxes and assessments upon the Premises
before penalty or interest are due thereon, to the cost of such insurance
and of
such maintenance and repairs as is required by the terms of the Security
Instrument and Indenture, to the payment of operating expenses of the Premises,
and to the payment of interest and principal and other amounts becoming due
on
the Loan or under the Loan Documents, before using any part of the same for
any
other purposes.
All
the
Tangible Personalty which comprises a part of the Premises shall, as far
as
permitted by applicable law, be deemed to be affixed to the Land and conveyed
therewith. As to the balance of the Tangible Personalty and the Intangible
Personalty, this Security Instrument shall be considered to be a security
agreement which creates a security interest in such items for the benefit
of the
Mortgagee, and in any and all proceeds of such collateral. In that regard,
the
Mortgagor grants to the Mortgagee all of the rights and remedies of a secured
party under the laws of the state in which the Premises is located.
3
The
Mortgagor covenants, warrants, represents and agrees as follows:
1. Amount
Secured.
The
Obligations secured by this Security Instrument include all present and future
obligations of the Company and the Mortgagor under the Indenture (including,
without limitation, the Subsidiary Guarantee), the Notes and the other Loan
Documents, and all other sums from time to time owing to the Holders and
the
Mortgagee by the Mortgagor under the Loan Documents, including, without
limitation, sums advanced in accordance herewith to protect the security
of this
Security Instrument. The original principal amount secured hereby is
$125,000,000.00.
2. Acceleration;
Foreclosure.
Upon
the occurrence of an Event of Default, the entire balance of the Loan, including
all accrued interest, may be declared immediately due and payable without
further demand as provided in the Indenture and the Mortgagee may foreclose
the
lien of this Security Instrument by judicial proceeding and may pursue any
other
remedies permitted by applicable law or provided herein or in any of the
other
Loan Documents. The Mortgagee shall be entitled to collect all fees, costs
and
expenses incurred in pursuing such remedies, including, but not limited to,
reasonable attorney's fees, costs of documentary evidence, abstracts and
title
reports. With respect to provisions for acceleration of the entire unpaid
principal balance plus all accrued interest and charges under the Loan as
set
forth in the Loan Documents, the Mortgagor acknowledges that: (i) such
additional rate is a material inducement to the Mortgagee to make the Loan;
(ii)
the Mortgagee would not have made the Loan in the absence of the agreement
of
the Mortgagor to pay such additional rate: (iii) such additional rate represents
compensation for increased risk to the Mortgagee that the Loan will not be
repaid; and (iv) such rate is not a penalty and represents a reasonable estimate
of (a) the cost of the Mortgagee in allocating its resources (both personnel
and
financial) to the ongoing review, monitoring, administration and collection
of
the loan and (b) compensation to the Mortgagee for losses that are difficult
to
ascertain notwithstanding anything contained herein or the other Loan Documents
to the contrary.
3. Rights
Upon Event of Default.
Upon
the occurrence of any Event of Default, the Mortgagee, immediately and without
additional notice and without liability therefor to the Mortgagor, except
for
willful misconduct, may, in accordance with, and subject to, the terms and
conditions of the Indenture, do or cause to be done any or all of the following:
(a) take physical possession of the Premises; (b) exercise its right to collect
the Rents and Profits; (c) enter into contracts for the repair and maintenance
of the Improvements thereon; (d) expend Loan funds and any Rents and Profits
for
payment of any taxes, insurance premiums, assessments and charges for repair
and
maintenance of the Improvements, preservation of the lien of this Security
Instrument and satisfaction and fulfillment of any liabilities or obligations
of
the Mortgagor arising out of or in any way connected with the use, repair
or
maintenance of Improvements on the Premises whether or not such liabilities
and
obligations in any way affect, or may affect, the lien of this Security
Instrument; (e) enter into leases demising the Premises or any part thereof,
pay
any leasing commissions in connection therewith, and make arrangements with
tenants with respect to tenant improvements, moving costs, and other
concessions, all as the Mortgagee may elect in its sole and absolute discretion;
(f) take any steps to protect and enforce the specific performance of any
covenant, condition or agreement in the Notes, this Security Instrument,
the
Indenture, or the other Loan Documents, or to aid in the execution of any
power
herein granted; (g) take such steps
4
to
protect and enforce the specific performance of any covenant, condition or
agreement as to the Intangible Personalty; and (h) generally, supervise,
manage,
and contract with reference to the Premises as if the Mortgagee were an
equitable owner of the Premises, and upon such terms and conditions as the
Mortgagee may elect in its sole and absolute discretion. Notwithstanding
the
occurrence of an Event of Default or acceleration of the Loan, the Mortgagee
shall continue to have the right to pay money, whether or not Loan funds,
for
the purposes described in the Indenture, and all such sums and interest thereon
shall be secured hereby. The Mortgagor also agrees that any of the foregoing
rights and remedies of the Mortgagee may be exercised at any time independently
of the exercise of any other such rights and remedies, and the Mortgagee
may
continue to exercise any or all such rights and remedies until the Event
of
Default is cured or until foreclosure and the conveyance of the Premises
to the
high bidder or until the Loan is otherwise satisfied or paid in
full.
4. Rents
and Profits.
(a) Collection.
The
Mortgagor hereby authorizes the Mortgagee, by its employees or agents, at
its
option, after the occurrence of an Event of Default, with or without notice
to
or demand on the Mortgagor, to terminate the aforesaid license granted to
the
Mortgagor to collect said Rents and Profits, and to enter upon the Premises,
and
to collect, in accordance with the Indenture and in the name of the Mortgagor
or
in its own name, as assignee, the Rents and Profits accrued but unpaid and
in
arrears at the date of said Event of Default as well as the rents thereafter
accruing and becoming payable during the period of the continuance of such
Event
of Default or any other Event of Default; and to this end, the Mortgagor
further
agrees that it will facilitate in all reasonable ways the Mortgagee's collection
of said Rents and Profits, and will, upon request by the Mortgagee, execute
a
written notice to each tenant directing the tenant to pay rent to the Mortgagee.
Upon such entry, the Mortgagee shall be authorized, but not obligated, to
take
over and assume the control, care, management, operation, repair and maintenance
of the Premises and to perform such other acts as the Mortgagee in its sole
and
absolute discretion may deem proper, and to expend such sums out of the income
of the Premises as may be needful in connection therewith (including the
right
to effect new leases, to cancel or surrender existing leases, to evict tenants,
to bring or defend any suits in connection with the possession of any portion
of
the Premises in its own name or the Mortgagor's name, to alter or to amend
the
terms of existing leases, to renew existing leases, and to make concessions
to
the tenants). The Mortgagor hereby releases all claims against the Mortgagee
arising out of such management, operation, repair and maintenance, excepting
the
liability of the Mortgagee to account as hereinafter set forth, and except
claims arising from the willful misconduct of the Mortgagee.
(b) Indemnity.
Unless
and until the license granted to the Mortgagor in this Security Instrument
to
collect the Rent and Profits is terminated and the Mortgagee physically enters
the Premises as described herein, in person or by agent (provided that a
receiver appointed by a court shall not be deemed to be an agent of the
Mortgagee), the Mortgagee shall not be obligated to perform or discharge
any
obligation or duty to be performed or discharged by the Mortgagor under any
of
said leases, and the Mortgagor hereby agrees to indemnify the Mortgagee for,
and
to save it harmless from, any and all liability arising from any of said
leases
or from this assignment, and this assignment shall not place responsibility
for
the conduct, care, management, or repair of the Premises upon the
Mortgagee, or make the Mortgagee responsible or liable for any negligence
in the
management, operation, upkeep, repair or control of said Premises resulting
in
loss or injury to, or death of, any invitee, tenant, licensee, employee or
stranger and/or damage to, or destruction of, the Premises.
5
5. Appointment
of Receiver.
Upon
the occurrence of an Event of Default, the Mortgagee shall be entitled, without
additional notice and without regard to the adequacy of any security for
the
Loan or the solvency of any party bound for its payment, to seek the appointment
of a receiver to take possession of and to operate the Premises, and to collect
the Rents and Profits, all expenses of which shall be added to the Loan and
secured hereby.
6. Waivers.
No
waiver of any Default or Event of Default shall at any time thereafter be
held
to be a waiver of any rights of the Mortgagee stated anywhere in the Note,
this
Security Instrument, the Indenture or any of the other Loan Documents, nor
shall
any waiver of any prior Default or Event of Default operate to waive any
subsequent Default and/or Event of Default. All remedies provided in this
Security Instrument, in the Note, in the Indenture and in the other Loan
Documents are cumulative and may, at the election of the Mortgagee, be exercised
alternatively, successively, or in any manner and are in addition to any
other
rights provided by applicable law.
7. Terms.
The
singular used herein shall be deemed to include the plural; the masculine
deemed
to include the feminine and neuter; and the named parties deemed to include
their heirs, successors and assigns, provided that nothing herein shall be
construed to authorize or permit the Mortgagor to make or effect any transfer
of
any interest in or with respect to the Mortgagor or the Premises which is
not
permitted under the Loan Documents. The term "Mortgagee" shall include any
payee
of the indebtedness hereby secured or any transferee thereof whether by
operation of law or otherwise.
8. Notices.
All
notices and other communications with respect to this Security Instrument
shall
be given as provided in the Indenture.
9. Greater
Estate.
In the
event that the Mortgagor is the owner of a leasehold estate with respect
to any
portion of the Premises and, prior to the satisfaction of the indebtedness
secured hereby and the cancellation of this Security Instrument of record,
the
Mortgagor obtains a fee estate in such portion of the Premises, then, such
fee
estate shall automatically, and without further action of any kind on the
part
of the Mortgagor, be and become subject to the security lien of this Security
Instrument.
10. Imposition
of Tax.
In the
event of the passage of any state, federal, municipal or other governmental
law,
order, rule or regulation, in any manner changing or modifying the laws now
in
force governing the taxation of debts secured by mortgages or the manner
of
collecting taxes so as to affect adversely the Mortgagee, the Mortgagor will
promptly pay any such tax on or before the due date thereof; and if the
Mortgagor fails to make such prompt payment or if any such state, federal,
municipal or other governmental law, order, rule or regulation prohibits
the
Mortgagor from making such payment or would penalize the Mortgagee if the
Mortgagor makes such payment, then the entire balance of the Loan shall become
due and payable upon demand at the sole option of the Mortgagee.
6
11. Headings.
The
captions and headings herein are inserted only as a matter of convenience
and
for reference and in no way define, limit, or describe the scope of this
Security Instrument nor the intent of any provision hereof.
12. General
Provisions.
A
determination that any provision of this Security Instrument is unenforceable
or
invalid shall not affect the enforceability or validity of any other provision
and the determination that the application of any provision of this Security
Instrument to any Person or circumstance is illegal or unenforceable shall
not
affect the enforceability or validity of such provision as it may apply to
other
Persons or circumstances. This Security Instrument may not be amended except
in
a writing specifically intended for such purpose and executed by the party
against whom enforcement of the amendment is sought. The lien of this Security
Instrument and the other benefits conferred hereby may be exercised by the
Mortgagee for the ratable benefit of the present and future Holders of the
Notes. The Mortgagor warrants and represents to the Mortgagee, all other
holders
of this Security Instrument and the Holder that the Loan is and will be for
business or commercial purposes only and not primarily for personal, family,
or
household use. The terms, provisions, covenants and conditions hereof shall
be
binding upon the Mortgagor and the heirs, devisees, representatives, successors
and assigns of the Mortgagor, provided that nothing herein shall be construed
to
authorize or permit the Mortgagor to make or effect any transfer of any interest
in or with respect to the Mortgagor or the Premises which is not permitted
under
the Loan Documents.
13. WRITTEN
AGREEMENT.
(a) THE
RIGHTS AND OBLIGATIONS OF THE MORTGAGOR AND THE MORTGAGEE SHALL BE DETERMINED
SOLELY FROM THIS WRITTEN SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS,
AND
ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE MORTGAGEE AND THE MORTGAGOR
CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE
SUPERSEDED BY AND MERGED INTO THIS SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS.
(b) THIS
SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED BY ANY
ORAL
AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR
SUBSEQUENT TO THE EXECUTION OF THIS SECURITY INSTRUMENT OR THE LOAN
DOCUMENTS.
(c) THIS
WRITTEN SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
7
14. WAIVER
OF JURY TRIAL.
THE
MORTGAGEE AND THE MORTGAGOR HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY
APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED
UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS SECURITY INSTRUMENT. THIS
WAIVER
IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE MORTGAGEE AND THE
MORTGAGOR, AND THE MORTGAGEE AND THE MORTGAGOR ACKNOWLEDGE THAT NO PERSON
ACTING
ON BEHALF OF ANOTHER PARTY TO THIS AGREEMENT HAS MADE ANY REPRESENTATIONS
OF
FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY
ITS EFFECT. THE MORTGAGEE AND THE MORTGAGOR FURTHER ACKNOWLEDGE THAT THEY
HAVE
BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING
OF THIS SECURITY INSTRUMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
15. Intercreditor
Agreement.
Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Mortgagee pursuant to this Mortgage and the exercise of any
right
or remedy by the Mortgagee hereunder are subject to the provisions of the
Intercreditor Agreement, dated as of November 16, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time,
the
"Intercreditor
Agreement")
among
LaSalle Bank National Association, as Administrative Agent, the Mortgagee
and
Integrated Alarm Services Group, Inc. In the event of any conflict between
the
terms of the Intercreditor Agreement and this Mortgage, the terms of the
Intercreditor Agreement shall govern and control.
8
IN
WITNESS WHEREOF, the Mortgagor has executed this Security Instrument effective
as of the date first above written.
MORTGAGOR:
MONITAL
SIGNAL CORPORATION, a
New
Jersey corporation,
By:
/s/
▇▇▇▇▇▇ ▇. Few Sr.
Name:
▇▇▇▇▇▇ ▇. Few __
Title:
President __
STATE
OF
____________
COUNTY
OF
__________
BE
IT
REMEMBERED, that on the _____ day of November, 2004, in the County and State
aforesaid, before me, the subscriber, a notary public authorized to
acknowledgments and proofs in said County and State, personally
appeared___________________, who I am satisfied is the person who signed
the
within instrument as the _________________ of MONITAL SIGNAL CORPORATION,
a New
Jersey corporation, and who executed the foregoing instrument and acknowledged
to my satisfaction that he signed and delivered the same as such
_________________of said corporation as the voluntary act and deed of the
corporation which act was duly authorized by proper resolutions of its Board
of
Directors, for the uses and purposes therein expressed.
Witness
my hand and official seal this ____ day of November, 2004.
__________________________________
Notary
Public
9
PERSONALTY
RIDER
(Retail/Industrial/Office/Multifamily)
The
term
"Intangible
Personalty"
as used
herein shall mean any and all present and future accounts, general intangibles,
instruments, inventory, documents and chattel paper, all returned, rejected
or
repossessed goods, the sale or lease of which shall have given or shall give
rise to an account or chattel paper, and all books and records in whatever
media
(paper, electronic or otherwise) recorded or stored, with respect to the
foregoing and all equipment and general intangibles necessary or beneficial
to
retain, access and/or process the information contained in those books and
records, now or hereafter affecting or relating to the Premises or any part
thereof, and all proceeds or products thereof, including without limitation,
(i)
all leases (including equipment leases), rental agreements, sales contracts,
management contracts, franchise and related agreements, construction contracts,
architects' contracts, technical services agreements, licenses and permits,
(ii)
all receivables, customer obligations, installment payment obligations and
other
obligations now existing or hereafter arising or created out of the sale
or
lease of property or rendering of services by the Mortgagor in its business
of
ownership and operation of the Premises or acquired from others including,
without limiting the generality of the foregoing, from rental of rooms, halls,
stores, offices, exhibit or sales space of every kind, license, lease and
concession fees and rentals, health club membership fees, food and beverage,
whole and retail sales of merchandise, service charges, and proceeds, if
any,
from business interruption or other loss of income insurance, (iii) all of
the
Mortgagor's right, title and interest in all royalties, license fees and
other
income or proceeds derived from trademarks, trademark applications, the
registration therefor, the good will of the business symbolized by the same,
now
or hereafter filed, owned or acquired.
The
term
"Tangible
Personalty"
as used
herein shall mean any and all fixtures, equipment, furnishings and other
articles of personal property now or hereafter owned by the Mortgagor and
attached to or contained in and used in connection with the Land and
Improvements including, but not limited to, all furniture, furnishings,
apparatus, machinery, equipment, motors, boilers, buildings, materials,
appliances, fire prevention and extinguishing apparatus, security and access
control apparatus, trash receptacles, bath tubs, water heaters, water closets,
sinks, dishwashers, disposals, washers, dryers, elevators, fittings, radiators,
ranges, refrigerators, awnings, storm windows, storm doors, shades, screens,
blinds, curtains and curtain rods, mirrors, cabinets, paneling, rugs, pictures,
antennas, satellite dishes and systems, telecommunications systems (including,
without limitation, equipment, facilities and devices), trees, plants,
carpeting, office equipment and other furnishings and all plumbing, heating,
lighting, cooking, laundry, ventilating, refrigerating, incinerating, trash
compacting, air-conditioning and sprinkler equipment, telephone systems,
televisions and television systems, audio and video systems (including, without
limitation, equipment, facilities and devices), fitness and exercise equipment,
computer systems and fixtures and appurtenances thereto and all renewals
or
replacements thereof or articles in substitution thereof, whether or not
the
same are or shall be attached to the Land and Improvements in any manner,
and
all proceeds and products of any of the foregoing.
10
EXHIBIT
A
Legal
Description
ALL
that
certain lot, parcel or tract of land, situate and lying in the Township of
Wall,
County of Monmouth, State of New Jersey, and being more particularly
described as follows:
BEING
known and designated as Lot 36 in Block 819 on a certain Map
entitled:
"Final Map of Wall Office and Industrial Campus, in the Township of Wall,
Monmouth County, New Jersey", filed in the Monmouth County
Clerk's
Office on May 1, 1987 as Map No. 216-30.
BEGINNING
at a point on the southeasterly street line of Landmark Place (50 feet
wide), where the same is intersected by the division line between Lots 35
and 36 in Block 819, as shown on the aforementioned Filed Map 216-30,
which
point is distant southwesterly 240.00 feet along the same from its
intersection with the southwesterly street line of Monmouth County ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, if both street lines were extended to intersect; thence
from
said Point of Beginning:
|
(1)
|
South
59 degrees 13 minutes 55 seconds East, along the division line
of
Lots 35 and 36, 460.00feet to a point;
thence
|
|
(2)
|
South
72 degrees 35 minutes 50 seconds West, along the division line
of Lots 36
and 37, 451.14 feet to a point on the northeasterly street line
of
Landmark Place; thence
|
|
(3)
|
North
17 degrees 24 minutes 10 seconds West, along the said street line
of
Landmark Place, 79.46 feet to a point;
thence
|
|
(4)
|
Continuing
along the said street line of Landmark Place on the arc of a curve
bearing
to the right having a radius of 300.00 feet an arc distance of
252.22 feet
in a generally northeasterly direction;
thence
|
|
(5)
|
North
30 degrees 46 minutes 05 seconds East, still continuing along the
said
street line of Landmark Place, 59.63 feet to the Point or Place
of
BEGINNING.
|
The
above
description being drawn in accordance with a survey prepared by All County
Surveying dated September 2, 1997.
FOR
INFORMATIONAL PURPOSES ONLY: "In compliance with Chapter 157, Laws
of 1977,
premises herein is Lot(s) 36 in Block 819 on the Township of Wall Tax
Map."
EXHIBIT
B
Permitted
Encumbrances
100
foot
setback line as shown on filed map No. 216-30.
Subject
to utility right of way, as set forth in Deed Book 4791, page 942; Deed Book
5133, page 830 and Deed Book 5220, page 356.